Common use of Code Section 409A Clause in Contracts

Code Section 409A. It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]

Code Section 409A. It Notwithstanding any other provision of this Agreement, it is intended that all any payments or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the payments satisfyCode shall be provided and paid in such form and at such time, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, payment only in connection with a permissible payment event as complies with the applicable requirements of Code Section 409A to avoid the unfavorable tax consequences provided therein for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct paymentnoncompliance. Notwithstanding any provision to the contrary in this Agreement, if the If Employee is deemed by the Company at the time of separation from service to be a “specified employee” for purposes (as defined in Section 409A of Code Section 409A(a)(2)(B)(i), the Code) and if any of the payments set forth herein and/or Bank’s or Holding Company’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under any other agreement with the Company are deemed this Agreement which is considered to be “deferred compensation”, then compensation subject to Section 409A of the extent delayed commencement of any portion of such payments is Code shall be deferred for six (6) months as required in order to avoid a prohibited distribution under Code by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in lump sum as soon as the 409A Deferral Period ends, and the related adverse taxation under Section 409A, such payments will not be provided to the Employee prior to the earliest of (i) the expiration balance of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will payments shall be paid in a lump sum to the Employee, and any remaining Payments due will be paid made as otherwise provided herein or in the applicable agreementscheduled. 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 For purposes of this Agreement, such term(s) any termination of employment will be interpreted and at all times administered in read to mean a manner “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that avoids no further services would be performed after such date or that the inclusion level of compensation in income under Code Section 409A, bona fide services Employee would perform after that date (whether as an employee or independent contractor) would permanently decrease to less than fifty percent (50%) of the payment average level 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. [Remainder of page intentionally blank; signature page follows]bona fide services performed over the immediately preceding thirty-six (36) month period.

Code Section 409A. It is intended that all For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A of the payments satisfyCode and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the greatest extent possible, the exemptions from the application of Code Section 409A any payments provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance paymentsin connection with Executive’s termination of employment constitute deferred compensation subject to Section 409A, 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 any provision to the contrary in this Agreement, if the Employee Executive is deemed by the Company at the time of separation from service such termination of employment to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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, then such payments will payment shall not be provided to made or commence until the Employee prior to the earliest earlier of (i) the expiration of the six (6)-month 6-month period measured from Executive’s separation from service from the Termination Date, Company or (ii) the date of the EmployeeExecutive’s death or following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (iiiif any) will be payable in accordance with their original schedule. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such earlier date a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this Agreement may be classified as permitted under Code a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A without the imposition under another provision of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all 409A. Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the Employee, and extent any remaining Payments due will be paid as otherwise provided herein expense reimbursement 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 in-kind benefit under this Agreement is determined to be subject to Section 409A of the terms Code, the amount of this Agreement, any such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409Aexpenses eligible for reimbursement, or the payment provision of increased taxesany in-kind benefit, excise taxes in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other penalties under Code Section 409A. The parties intend all payments aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and benefits hereunder in no event shall any right to reimbursement or the provision of any in-kind benefit be in compliance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]subject to liquidation or exchange for another benefit.

Code Section 409A. It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5(A) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Code Section 409A (together, the Employee is deemed by the Company at the time of “Deferred Payments”) will be payable until Executive has a “separation from service service” within the meaning of Code Section 409A (“Section 409A”). Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A 1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (B) If Executive is a “specified employee” for purposes within the meaning of Code Section 409A(a)(2)(B)(i409A at the time of Executive’s separation from service (other than due to death), and if any of Deferred Payments that otherwise are payable within the 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, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the first six (6)-month period measured 6) months following Executive’s separation from service will become payable on the Termination Date, first payroll date that occurs on or after the date six (ii6) months and one (1) day following the date of the EmployeeExecutive’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxationseparation from service. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodAll subsequent Deferred Payments, all Payments deferred pursuant to this Paragraph 21 if any, will be paid payable in a lump sum accordance with the payment schedule applicable to the Employee, and any remaining Payments due will be paid as otherwise provided herein each payment or in the applicable agreement. No interest will be due on any amounts so deferredbenefit. Notwithstanding any other provision anything herein to the contrary, in the event of Executive’s death following Executive’s separation from service but prior to the six (6) month anniversary of Executive’s separation from service (or any ambiguity later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the terms date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (C) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) will not constitute Deferred Payments for purposes of clause (i) above. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” means the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Executive’s taxable year preceding the Executive’s taxable year of Executive’s termination of employment as determined under, and with such term(sadjustments as are set forth in, Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) will and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be interpreted and at all times administered taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in a manner that 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. [Remainder of page intentionally blank; signature page follows]which Executive’s employment is terminated.

Code Section 409A. It is This Agreement and the severance pay and other benefits provided hereunder are intended that all to qualify for an exemption from Section 409A of the payments satisfyCode, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Section 409A of the Code to the greatest extent possibleapplicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Section 409A of the Code, the exemptions Company does not represent or warrant that this Agreement will comply with Section 409A of the Code or any other provision of federal, state or local law. Neither the Company, the Board, its subsidiaries, nor their respective managers, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the application obligation to pay any taxes pursuant to Section 409A of the Code. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Section 409A of the Code and would be considered a payment upon a separation from service for purposes 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)409A, and Executive is determined to be a "specified employee" under Section 409A of the Code, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Agreement will Section 24 shall be construed paid to the greatest extent possible as consistent Executive in a lump sum, and any remaining payments due under this Section 24 shall be payable in accordance with those provisionstheir original payment schedule. For purposes of Code Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the EmployeeExecutive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment hereunder will shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows].

Code Section 409A. It (a) This Agreement is intended to comply with Code section 409A or an exemption thereunder and shall be construed and administered in accordance with Code section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that all of the complies with Code section 409A or an applicable exemption. Any payments satisfy, under this Agreement that may be excluded from Code section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code section 409A to the greatest maximum 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 (includingsection 409A, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any each installment payments payment provided under this Agreement (whether severance payments, reimbursements or otherwise) will shall 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. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Code section 409A. Notwithstanding the foregoing, Company makes no representations that the payments and benefits provided under this Agreement comply with Code section 409A and in no event shall Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. (b) Notwithstanding any other provision to the contrary in of this Agreement, if any payment or benefit provided to Employee in connection with his termination of employment is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A and Employee is deemed by the Company at the time of separation from service determined to be a “"specified employee” for purposes of Code " as defined in Section 409A(a)(2)(B)(i409A(a)(2)(b)(i), and if any then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of Employee's termination date (the 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 "Specified Employee Payment Date"). The aggregate of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and that would otherwise have been paid before the related adverse taxation under Section 409A, such payments will not be provided to the Specified Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will Payment Date shall be paid to Employee in a lump sum to on the EmployeeSpecified Employee Payment Date and thereafter, and any remaining Payments due will payments shall be paid as otherwise provided herein or without delay 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 and at all times administered in a manner that 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 accordance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]their original schedule.

Code Section 409A. It To the extent applicable, it is intended that the Agreement be in accordance with the provisions of Code Section 409A. The Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Code Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Code Section 409A). To the extent Code Section 409A applies, and notwithstanding anything contained herein to the contrary, for all purposes of this Agreement, the payments satisfyExecutive shall not be deemed to have had a termination of employment unless the Executive has incurred a separation from service as defined in Treasury Regulation §1.409A-1(h) and, to the greatest extent possible, the exemptions from the application of required to avoid accelerated taxation and/or tax penalties under Code Section 409A provided and applicable guidance issued thereunder, payment of the amounts payable under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this the Agreement will that would otherwise be construed to payable during the greatest extent possible as consistent with those provisionssix-month period after the date of termination shall instead be paid on the first business day after the expiration of such six-month period. For purposes of Code Section 409A (including, without limitationIn addition, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii))the Agreement, the Employee’s right each amount 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, paid and each installment payment hereunder will at all times shall be considered construed as a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreementseparate, if the Employee is deemed by the Company at the time of separation from service to be a “specified employee” identified payment for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments set forth herein and/or 409A. With respect to expenses eligible for reimbursement under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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, (i) the amount of such term(sexpenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) will any reimbursements of such expenses shall be interpreted and at all times administered made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a manner that avoids “deferral of compensation” within the inclusion meaning 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. [Remainder of page intentionally blank; signature page follows]409A.

Code Section 409A. It is intended (a) To extent that all the Executive would otherwise be entitled to any payment or benefit under this Agreement that constitutes deferred compensation within the meaning of Section 409A of the payments satisfyInternal Revenue Code of 1986, to the greatest extent possible, the exemptions from the application of Code as amended (“Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5409A”) and 1.409A-1(b)(9), that if paid during the six months beginning on the date of Executive’s termination of employment would be subject to additional taxes and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code penalties under Section 409A (including, without limitation, for purposes “409A Penalties”) because the Executive is a specified employee (within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii)409A), then, except to the Employeeextent specifically addressed under a separate plan or arrangement of the Company or of KCS, the payment will be paid to the Executive on the earliest of the six-month anniversary of the termination of employment, a change in ownership or effective control of the Company (within the meaning of Section 409A) or the Executive’s right death. In addition, any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to receive any installment payments the Executive only upon a “separation from service” as defined in Treas. Reg. 1.409A-1(h). To the extent applicable, each severance payment made under this Agreement (whether severance payments, reimbursements or otherwise) will shall be treated as a right deemed to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate payment, and distinct payment. Notwithstanding any provision to the contrary in amounts payable under this Agreement, if the Employee is Agreement shall be deemed by the Company at the time of separation from service not to be a “specified employeedeferral of compensation” for purposes of Code subject to Section 409A(a)(2)(B)(i), and if any of the payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then 409A to the extent delayed commencement provided in the exceptions in Treas. Reg. 1.409A-1(b)(4) (“short- term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. 1.409A-1 through 1.409A-6. (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any portion of such payments in-kind benefit under this Agreement is required in order determined to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under be subject to Section 409A, the amount of any such payments will expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be provided reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. 8. Attachment A to the Employee prior to Agreement is hereby deleted and replaced with the earliest of (i) new Attachment A attached hereto. Except as otherwise expressly set forth in this Addendum, including Attachment A, the expiration of the six (6)-month period measured from the Termination Date, (ii) Agreement shall remain unchanged and in full force and effect in accordance with its terms. The Parties acknowledge and agree that effective upon the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition execution of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodthis Addendum, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum rights and obligations of KCS as an employer under the Agreement are fully assigned to the EmployeeCompany and the Company accepts and agrees to assume all such rights and obligations and Executive consents to such assignment; provided, however, any obligations and any remaining Payments due will be paid as otherwise provided herein or rights of KCS under the Agreement with respect to plans sponsored by KCS and referenced 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 Agreement shall remain obligations and rights of any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]KCS.

Code Section 409A. It is intended that all of This Agreement will be construed and administered to preserve the payments satisfy, to the greatest extent possible, the exemptions exemption from the application of Code Section 409A provided under Treasury Regulations Sections of payments that qualify as short-term deferrals pursuant to Treas. Reg. §1.409A-1(b)(4) or that qualify for the two-times compensation exemption of Treas. Reg. §1.409A-1(b)(9)(iii). With respect to any amounts that are subject to Section 409A, 1.409A-1(b)(5) and 1.409A-1(b)(9)it is intended, and this Agreement will be construed so construed, that such amounts and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A so as not to subject the Executive to the greatest extent possible as consistent with those provisions. payment of interest and additional tax that may be imposed under Section 409A. For purposes of Code any payment in this Agreement that is subject to Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed triggered by the Company at Executive’s “termination of employment”, (i) “termination of employment” shall have the time of same meaning as “separation from service to be service” under Section 409A(a)(2)(A)(i) of the Code, and (ii) in the event the Executive is a “specified employee” on the date of the Executive’s termination of employment (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of the Executive’s termination of employment or, if later, by December 31, 2008, or in the absence of such rules established by the Company, under the default rules for purposes of Code identifying specified employees under Section 409A(a)(2)(B)(i409A), and if any of the payments set forth herein and/or under any other agreement with the Company are deemed payment that is subject to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will payment shall not be provided to paid earlier than six months after such termination of employment (if the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) Executive dies after the date of the EmployeeExecutive’s death termination of employment but before any payment has been made, such remaining payments that were or (iii) could have been delayed will be paid to the Executive’s estate without regard to such earlier date six-month delay). The Executive acknowledges and agrees that the Company has made no representation to the Executive as permitted under Code Section 409A without to the imposition tax treatment of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred compensation and benefits provided pursuant to this Paragraph 21 will be paid in a lump sum Agreement and that the Executive is solely responsible for all taxes due with respect to the Employee, such compensation and any 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 and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]benefits.

Code Section 409A. It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision anything to the contrary in this Agreement, if the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee” for purposes within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder (collectively “Section 409A(a)(2)(B)(i409A”) at the time of Executive’s termination, and the severance payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), and if any then only that portion of the payments set forth herein and/or under any other agreement Deferred Compensation Separation Benefits which do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Executive’s termination of employment in accordance with the Company are deemed payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be “deferred compensation”, then provided hereunder will be subject 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 additional tax imposed under Section 409A, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any remaining Payments due will be paid as otherwise provided ambiguities 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 and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]so comply.

Code Section 409A. It is This Agreement and the severance pay and other benefits provided hereunder are intended that all of the payments satisfy, to comply with Code Section 409A to the greatest extent possibleapplicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the exemptions Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the application obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times would be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of payment upon a separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i)409A, and if any of the payments set forth herein and/or under any other agreement with the Company are deemed Executive is determined 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 "specified employee" under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, then any such payments will not payment or reimbursement, or portion thereof, shall be provided delayed until the date that is the earlier to the Employee prior to the earliest occur of (i) the expiration of the six (6)-month period measured from the Termination Date, Executive's death or (ii) the date that is six months and one day following the date of the Employee’s death or Termination of Executive's Employment (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation"Delay Period"). Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodthe Delay Period, all Payments deferred the payments delayed pursuant to this Paragraph 21 will Section 13 shall be paid to Executive in a lump sum to the Employeesum, and any remaining Payments payments due will under this Section 13 shall be paid as otherwise provided herein or payable 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 and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A, or the accordance with their original 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. [Remainder of page intentionally blank; signature page follows]schedule.

Code Section 409A. It is intended The parties hereto intend that all the payments and benefits provided in this Agreement either will be exempt from Section 409A of the payments satisfyInternal Revenue Code of 1986, to as amended (the greatest extent possible“Code”), the exemptions from the application of Code or be provided in a manner that complies with Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) of the Code and 1.409A-1(b)(9), and this Agreement will any ambiguity herein shall be construed interpreted so as to the greatest extent possible as be consistent with those provisionsthe intent of this paragraph. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this AgreementFurther, if the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of Code (as such term is defined under Section 409A(a)(2)(B)(i), and if any 409A of the Code) at the time of a termination of employment and the deferral of the commencement of any payments set forth herein and/or or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated recognition of income or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any other agreement such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to Executive) until the date that is at least six (6) months following Executive’s termination of employment with the Company are deemed to be “deferred compensation”(or the earlier date of Executive’s death), then whereupon the Company will promptly pay Executive a lump-sum amount equal to the extent delayed commencement of any portion of cumulative amounts that would have otherwise been previously paid to Executive under this Agreement during the period in which such payments is required in order 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 avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) 409A of the Code, the Company and the related adverse taxation under Section 409AExecutive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, such payments will not be provided policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to the Employee prior to the earliest of (i) exempt the expiration compensation and benefits payable under this Agreement from Section 409A of the six (6)-month period measured from the Termination Date, Code and/or (ii) preserve the date intended tax treatment of the Employee’s death compensation and benefits provided with respect to this Agreement or (iii) such earlier date as permitted under Code comply with the requirements of Section 409A without of the imposition Code and related Department of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any remaining Payments due will be paid as otherwise provided herein or in the applicable agreement. No interest will be due on any amounts so deferredTreasury guidance. Notwithstanding any other provision anything contained herein to the contrary, in no event whatsoever shall the event Company be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A of any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409ACode, or damages for failing to comply with Section 409A of 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. [Remainder of page intentionally blank; signature page follows]Code.

Code Section 409A. It is The Agreement and all Awards granted hereunder are intended that to comply with, or otherwise be exempt from, Code Section 409A. The Plan and all Awards shall be administered, interpreted, and construed in a manner constituent with Code Section 409A or an exemption thereform. Should any provision of the payments satisfyPlan, the Agreement or any Award hereunder be found not to comply with, or otherwise be exempt from, the provisions of the Code 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 appropriate to comply with, or to effectuate an exemption from, Code Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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 accelerated taxation or tax penalties under Section 409A, such payments will not amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Plan during the Employee prior to the earliest of (i) the expiration of the six (6)-month six-month period measured from the Termination Date, (ii) the date of immediately following the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon separation from service shall instead be paid on the first business day after the date that is six months following the expiration Executive’s termination date (or death, if earlier), with interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of such applicable Code Section 409A(a)(2)(B)(i) periodthe Code, all Payments deferred pursuant for the month in which payment would have been made but for the delay in payment required to this Paragraph 21 will be paid in a lump sum to avoid the Employee, and any remaining Payments due will be paid as otherwise provided herein or in imposition of an additional rate of tax on 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 and at all times administered in a manner that avoids the inclusion of compensation in income Employee under Code Section 409A, or the payment of increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend all Any payments to be made under this Plan upon a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits hereunder to provided under this Plan comply with Section 409A and in no event shall the Company be in liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Employee on account of non-compliance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]409A.

Code Section 409A. It is intended that all Notwithstanding anything contained herein to the contrary, you shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to you under Section 7 of this Agreement unless you would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisionsCode. For purposes of Code Section 409A (includingthis Agreement, without limitation, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii))409A of the Code, and any payments described in Section 3 that are due within the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will “short term deferral period” as defined in Section 409A of the Code shall not 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 paymentdeferred compensation unless applicable law requires otherwise. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time no payment or distribution under this Agreement which constitutes an item of separation from service to be a “specified employee” for purposes of Code deferred compensation under Section 409A(a)(2)(B)(i), and if any 409A of the payments set forth herein and/or under any other agreement Code and becomes payable by reason of your termination of employment with the Company are deemed will be made to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided to the Employee you prior to the earliest earlier of (i) the expiration of the six (6)-month period measured from the Termination Date, date of your “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of your death, if you are deemed at the Employee’s death or (iii) time of such earlier date as permitted separation from service to be a “key employee” within the meaning of that term under Code Section 409A without the imposition of adverse taxation416(i) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all payments and benefits deferred pursuant to this Section 7(e) (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to you in a lump sum, and any remaining payments due under this Agreement will be paid in accordance with the normal payment dates specified for them herein. In addition, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, if you terminate employment after November 1st pursuant to Section 7(b) of this Agreement, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement prior to December 31st of the year in which the termination of employment occurs shall, subject to the previous sentence of this Section, instead be paid on the first business day following January 1st of the expiration year following your termination of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]employment.

Code Section 409A. It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision anything to the contrary in this Agreement, if the Employee is deemed by the Company at the time of separation from service to be a “specified employee” for purposes within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder (“Section 409A(a)(2)(B)(i409A”) at the time of Employee’s termination, then only that portion of the severance payable to Employee pursuant to this Agreement, if any, and any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), and if any which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the payments set forth herein and/or under any other agreement Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the Company are deemed payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be “deferred compensation”, then provided hereunder will be subject 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 additional tax imposed under Section 409A, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any remaining Payments due will be paid as otherwise provided ambiguities 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 and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]so comply.

Code Section 409A. It The severance pay and severance benefits provided under this Agreement are intended to be exempt from Internal Revenue Code Section 409A (“Code Section 409A”) and any ambiguous provision will be construed in a manner that is intended that all of the payments satisfy, to the greatest extent possible, the exemptions compliant with or exempt from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4)409A. In particular, 1.409A-1(b)(5) the severance pay and 1.409A-1(b)(9), and this Agreement will be construed benefits are intended to constitute a short-term deferral within the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii)1.409A-1(b)(4), the Employee’s right a payment or benefit described in paragraphs (b)(9)(iv) and (v) of Treasury Regulation Section 1.409A-1, and/or severance pay due to receive any installment payments involuntary separation from service under Treasury Regulation Section 1.409A-1(b)(9)(iii). If a provision of this Agreement (whether severance paymentswould result in the imposition of an applicable tax under Code Section 409A, reimbursements or otherwise) will the parties agree that such provision shall be treated as reformed to the extent permissible under Code Section 409A to avoid imposition of the applicable tax, with such reformation effected in a right manner that has the most favorable tax result to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct paymentthe Executive. Notwithstanding any provision in this Agreement to the contrary in this Agreementcontrary, if (a) the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee,” for purposes of as such term is defined in Code Section 409A(a)(2)(B)(i), 409A and if the regulations thereunder and (b) any of the payments set forth herein and/or payment due under any other agreement with the Company are deemed this Agreement is subject to Code Section 409A and is required 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 409A because the related adverse taxation under Section 409AExecutive is a specified employee, such payments will not that payment shall be provided to payable on the Employee prior to the earliest earlier of (i) the expiration of first business day that is six months after the six (6)-month period measured Executive’s Separation from the Termination DateService, (ii) the date of the EmployeeExecutive’s death death, or (iii) such earlier the date as permitted under that otherwise complies with the requirements of Code Section 409A without 409A. This paragraph shall be applied by accumulating all payments that otherwise would have been paid within six months of the imposition of adverse taxation. Upon Executive’s Separation from Service and paying such accumulated amounts on the first earliest business day which complies with the requirements of Code Section 409A. For purposes of determining the identity of specified employees, the Company may establish procedures as it deems appropriate in accordance with Code Section 409A. For purposes of Code Section 409A, each payment amount or benefit due under this Agreement will be considered a separate payment and the Executive’s entitlement to a series of payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments. With respect to any reimbursements that are nonqualified deferred compensation subject to Code Section 409A, (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement must be made on or before the last day of the calendar year following the expiration of such applicable Code Section 409A(a)(2)(B)(icalendar year in which the expense was incurred and (iii) period, all Payments deferred pursuant the right to this Paragraph 21 will reimbursement shall not be paid in a lump sum subject to the Employee, and any remaining Payments due will be paid as otherwise provided herein liquidation or in the applicable agreement. No interest will be due on any amounts so deferred. Notwithstanding exchange for any other provision herein to the contrary, in the event of any ambiguity in the terms benefit. For purposes of this Agreement, such term(s) will be interpreted and at all times administered in a manner that avoids “Separation from Service” means separation from service (within the inclusion meaning of compensation in income under Code Section 409A409A and the regulations and other guidance promulgated thereunder) with the group of employers that includes the Company and each of its “409A Affiliates.” For this purpose, “409A Affiliate” means any incorporated or the payment of increased taxes, excise taxes unincorporated trade or business or other penalties entity or person, other than the Company, that along with the Company is considered a single employer under Internal Revenue Code Section 409A. The parties intend all payments and benefits hereunder to be in compliance with 414(b) or Internal Revenue Code Section 409A. [Remainder 414(c), but (i) in applying Internal Revenue Code Section 1563(a)(1), (2), and (3) for the purposes of page intentionally blank; signature page follows]determining a controlled group of corporations under Internal Revenue Code Section 414(b), the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Internal Revenue Code Section 1563(a)(1), (2), and (3), and (ii) in applying Treasury Regulation Section 1.414(c)-2 for the purposes of determining trades or businesses (whether or not incorporated) that are under common control for the purposes of Internal Revenue Code Section 414(c), the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Treasury Regulation Section 1.414(c)-2.

Code Section 409A. It is intended The Parties intend that all the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the payments satisfyInternal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the greatest Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent possibleCode Section 409A is applicable to this Agreement and the benefits provided hereunder, the exemptions Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to mean Executive’s “separation from service” within the application meaning of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9409A(a)(2)(A)(i), and (ii) each payment made under this Agreement will shall be construed treated as a separate payment and the right to the greatest extent possible as consistent with those provisions. For purposes a series of Code Section 409A (installment payments under this Agreement, including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)under Sections 4(c) and (d), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will shall 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 paymentpayments. Notwithstanding any provision to the contrary in this AgreementIn addition, if the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee” for purposes within the meaning of Code Section 409A(a)(2)(B)(i), and if any 409A at the time of the payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”Executive’s separation from service, then to the extent delayed commencement of any portion of such payments is required in order necessary to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided subjecting Executive to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in income additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and paid to Executive in a lump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from Executive or any other individual to the payment Company or any 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. [Remainder of page intentionally blank; signature page follows]its Affiliates. ​

Code Section 409A. It is intended that all For purposes of this letter agreement, a “Separation” will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A of the payments satisfyCode and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the greatest extent possible, the exemptions from the application of Code Section 409A any payments provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9)this letter agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A, and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is you are deemed by the Company at the time of separation from service such termination of employment to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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, then such payments will payment shall not be provided to made or commence until the Employee prior to the earliest earlier of (i) the expiration of the six (6)-month 6-month period measured from your Separation from the Termination Date, Company or (ii) the date of your death following such a Separation; provided, however, that such deferral shall only be effected to the Employee’s death or extent required to avoid adverse tax treatment to you including, without limitation, the additional tax for which you would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between your termination of employment and the first payment date but for the application of this provision, and the balance of the installments (iiiif any) will be payable in accordance with their original schedule. To the extent that any provision of this letter agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such earlier date a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this letter agreement may be classified as permitted under Code a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A without the imposition under another provision of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all 409A. Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Employee, and any 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 and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]Treasury Regulations.

Code Section 409A. 24.1 It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments amounts payable under this Agreement and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with Section 409A of the Code (whether severance paymentsincluding the Treasury regulations and other published guidance 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. To the extent that any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, reimbursements or otherwisethe Agreement shall be construed and interpreted in a manner to avoid such additional tax yet preserve (to the nearest extent reasonably possible) will be treated as a right the intended benefit payable to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. the Executive. 24.2 Notwithstanding any provision of this Agreement to the contrary in this Agreementcontrary, if the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee” for purposes within the meaning of Code Treasury Regulation Section 409A(a)(2)(B)(i), and if any 1.409A-1(i) as of the payments set forth herein and/or under any other agreement with date of the Company are deemed to be “deferred compensation”Executive’s Separation from Service, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will Executive shall not be provided entitled to any payment or benefit pursuant to Section 5.3(b) until the Employee prior to the earliest earlier of (i) the expiration of the date which is six (6)-month period measured 6) months after Executive’s Separation from the Termination DateService for any reason other than death, or (ii) the date of the EmployeeExecutive’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxationdeath. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum Any amounts otherwise payable to the Employee, and any remaining Payments due will be paid as otherwise provided herein Executive upon or in the applicable agreementsix (6) month period following the Executive’s Separation from Service that are not so paid by reason of this Section 24.2 shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the Executive’s death). No interest will be due on any amounts so deferred. Notwithstanding any other provision herein The provisions of this Section 24.2 shall only apply if, and to the contraryextent, in required to avoid the event imputation of any ambiguity in tax, penalty or interest pursuant to Section 409A of the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]Code.

Code Section 409A. It This Agreement is intended that all to be exempt from Section 409A of the payments satisfyCode, as amended and will be interpreted in a manner intended to reflect that intention. A. Notwithstanding anything herein to the greatest extent possiblecontrary, the exemptions from the application of Code if any amounts payable pursuant to this Agreement are determined to be subject to Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4)of the Code, 1.409A-1(b)(5then with respect to such amounts: (i) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of Executive’s separation from service to be from Company, Executive is a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of the payment of such amounts on account of such separation from service is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then Company will defer the commencement of the payment of any such amounts hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s separation from service from Company (or the earliest date as is permitted under Section 409A of the Code), and (ii) each payment of two or more installment payments made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code. Any amounts of deferred compensation that are payable by reason of Executive's termination of employment shall not be paid unless such termination of employment also constitutes a "separation from service" for purposes of Code Section 409A(a)(2)(B)(i), and if any 409A of the payments set forth herein and/or under Code and references to the employee's "termination," or "termination of employment" and words and phrases of similar meaning shall be construed to require a "separation from service" for purposes of Section 409A of the Code. B. If any other agreement with payments of money or other benefits due to Executive hereunder could cause the Company are deemed application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to be the extent possible, in a manner, determined by Company, that does not cause such an accelerated or additional tax. C. To the extent any reimbursements or in-kind benefits due Executive under this Agreement constitutes “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation ” under Section 409A, such payments will not be provided to the Employee prior to the earliest of (i) the expiration 409A of the six (6)-month period measured from the Termination DateCode, (ii) the date of the Employee’s death any such reimbursements or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will in-kind benefits shall be paid in a lump sum to the Employee, and any 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 and at all times administered Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). D. Company shall consult with Executive in good faith regarding the implementation of the provisions of this paragraph; provided that avoids the inclusion neither Company nor any of compensation in income under Code Section 409A, its employees or the payment of increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend all payments and benefits hereunder representatives shall have any liability to be in compliance Executive with Code Section 409A. [Remainder of page intentionally blank; signature page follows]respect thereto. (Signature Page to Follow)

Code Section 409A. It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided any amounts payable 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 and the greatest extent possible as consistent Company's and Executive's exercise of authority or discretion hereunder shall comply with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive to the payment of Treasury Regulation any interest or additional tax imposed under Code Section 1.409A-2(b)(2)(iii)), 409A. To the Employee’s right to receive extent any installment payments amount payable under this Agreement (whether severance paymentswould trigger the additional tax imposed by Code Section 409A, reimbursements or otherwise) will the Agreement shall be treated as a right modified to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct paymentavoid such additional tax. Notwithstanding any provision the foregoing, to the contrary extent required in this Agreementorder to avoid accelerated taxation and/or tax penalties under Code Section 409A and the rules and regulations thereunder (“Section 409A”), if the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of Code (as defined under Section 409A(a)(2)(B)(i), and if any 409A) as of the payments set forth herein and/or date of his “separation from service” (as defined under Section 409A) from the Company, then any other agreement with payment of benefits scheduled to be paid by the Company are deemed to be “Executive during the first six (6) month period following the date of a termination of employment hereunder that constitutes deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution compensation under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will 409A shall not be provided to paid until the Employee prior to the earliest earlier of (ia) the expiration of the six (6)-month 6) month period measured from the Termination Date, date of Executive’s “separation from service” and (iib) the date of Executive’s death. All payments and benefits that are delayed pursuant to the Employee’s death or (iii) such earlier date immediately preceding sentence shall be paid to Executive in a lump sum as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day soon as practicable following the expiration of such applicable Code period (or if earlier, upon Executive’s death) but in no event later than thirty (30) days following such period. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A(a)(2)(B)(i) period409A, all Payments deferred pursuant to no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Section 409A. Each payment, including each installment payment, made under this Paragraph 21 will Agreement shall be paid in designated as a lump sum “separate payment” within the meaning of Section 409A. As such, and to the Employeeextent applicable and permissible under Section 409A, and any remaining Payments due will each such “separate payment” shall 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 and at all times administered made in a manner that avoids so as to satisfy Section 409A and Treasury Regulations promulgated thereunder, including the inclusion of provisions which exempt certain compensation in income under Code from Section 409A, or including but not limited to Treasury Regulations Section 1.409A-1(b)(4) regarding payments made within the payment of increased taxesapplicable 2 ½ month period and Section 1.409A-1(b)(9)(iii) regarding payments made only upon an involuntary separation from service. In addition, excise taxes or other penalties under Code the parties shall cooperate fully with one another to ensure compliance with Section 409A. The parties intend all payments 409A, including, without limitation, adopting amendments to arrangements subject to Section 409A and benefits hereunder to be operating such arrangements in compliance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]409A.

Code Section 409A. It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5(a) and 1.409A-1(b)(9), and Anything in this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreementnotwithstanding, if the Employee is deemed by the Company at the time of the EMPLOYEE’s separation from service to be within the meaning of Section 409A of the Code, TBOP’s stock is publicly traded on an established securities market or otherwise and TBOP determines that the EMPLOYEE is a “specified employee” for purposes within the meaning of Code Section 409A(a)(2)(B)(i), and if any ) of the payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”Code, then to the extent delayed commencement any payment or benefit that the EMPLOYEE becomes entitled to under this Agreement on account of any portion the EMPLOYEE’s separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of such payments is required in order to avoid the IRC as a prohibited distribution under Code result of the application of Section 409A(a)(2)(B)(i) and of the related adverse taxation under Section 409AIRC, such payments will payment shall not be payable and such benefit shall not be provided to until the Employee prior to date that is the earliest earlier of (i) six months and one day after the expiration of the six (6)-month period measured EMPLOYEE’s separation from the Termination Dateservice, or (ii) the EMPLOYEE’s death. The first installment payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of separation from service occurs, from such date of separation from service until the Employee’s death or payment. To the extent that the foregoing applies to the provision of any ongoing medical benefits to the EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by the EMPLOYEE, the EMPLOYEE shall pay the full costs of premiums for such medical benefits during the six-month period and TBOP shall pay the EMPLOYEE an amount equal to the amount of such premiums paid by the EMPLOYEE during the six-month period within ten (iii10) days after the conclusion of such earlier date as permitted under Code period. (b) Solely for purposes of Section 409A without of the imposition IRC, each installment payment of adverse taxationseverance is considered a separate payment. (c) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by TBOP or incurred by the EMPLOYEE during the time periods set forth in this Agreement. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any remaining Payments due will All reimbursements shall be paid as otherwise soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided herein or reimbursable expenses incurred in one taxable year shall not affect the applicable agreement. No interest will in-kind benefits to be due on any amounts so deferred. Notwithstanding provided or the expenses eligible for reimbursement in any other provision herein taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (d) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the IRC, and to the contraryextent that such payment or benefit is payable upon the EMPLOYEE’s termination of employment, then such payments or benefits shall be payable only upon the EMPLOYEE’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the event of any ambiguity presumptions set forth in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]Treasury Regulation § 1.409A-l(h).

Code Section 409A. It (i) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). For the avoidance of doubt, it is intended that all of the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed . Notwithstanding anything to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (includingcontrary set forth herein, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments and benefits provided under this Agreement (whether severance paymentsthat constitute “deferred compensation” within the meaning of Section 409A that are payable upon termination of employment shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a Separation from Service, reimbursements or otherwise) will unless the Company reasonably determines that such amounts may be treated provided to Executive without causing Executive to incur additional tax under Section 409A. Each series of installment payments made under this Agreement is hereby designated 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 any provision to payments” within the contrary in this Agreementmeaning of Section 409A of the Code. (ii) If the Company (or, if applicable, the Employee is deemed by successor entity thereto) determines that any payments or benefits under this Agreement constitute “deferred compensation” under Section 409A and Executive is, on the Company at the time date of separation Executive’s Separation from service to be Service, a “specified employee” for purposes of Code the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i), and if any ) of the payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”Code, then then, to the extent that the delayed commencement payment or distribution of all or any portion of such payments amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and of the related adverse taxation under Code, then such portion deferred pursuant to this Section 409A, such payments will not 10(o)(ii) shall be provided paid or distributed to Executive in a lump sum on the Employee prior to the earliest earlier of (iA) the expiration of the date that is six (6)-month period measured 6)-months following Executive’s Separation from the Termination DateService, (iiB) the date of the EmployeeExecutive’s death or (iiiC) such earlier the earliest date as is permitted under Code Section 409A without of the imposition of adverse taxationCode. Upon Any remaining payments due under the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any remaining Payments due will Agreement shall be paid as otherwise provided herein or herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable agreementexemptions from Section 409A of the Code. No interest will be due on If Executive and the Company determine that any amounts so deferred. Notwithstanding any other provision herein payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the contraryCode do not comply with Section 409A of the Code, in Executive and the event of any ambiguity in the terms of Company agree to amend this Agreement, or take such term(sother actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) will while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be interpreted and at all times administered read in such a manner that avoids no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the inclusion Code. (iv) Any reimbursement of compensation expenses or in-kind benefits payable under this Agreement shall be made in income under Code accordance with Treasury Regulation Section 409A1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or the payment of increased taxes, excise taxes or exchange for any other penalties under Code Section 409A. The parties intend all payments and benefits hereunder to be in compliance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]benefit.

Code Section 409A. It is intended The Parties intend that all the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the payments satisfyInternal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the greatest Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent possibleCode Section 409A is applicable to this Agreement and the benefits provided hereunder, the exemptions Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to mean Executive’s “separation from service” within the application meaning of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9409A(a)(2)(A)(i), and (ii) each payment made under this Agreement will shall be construed treated as a separate payment and the right to the greatest extent possible as consistent with those provisions. For purposes a series of Code Section 409A (installment payments under this Agreement, including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)under Sections 4(c) and (d), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will shall 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 paymentpayments. Notwithstanding any provision to the contrary in this AgreementIn addition, if the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee” for purposes within the meaning of Code Section 409A(a)(2)(B)(i), and if any 409A at the time of the payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”Executive’s separation from service, then to the extent delayed commencement of any portion of such payments is required in order necessary to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided subjecting Executive to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in income additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six- month period immediately following Executive’s “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and paid to Executive in a lump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from Executive or any other individual to the payment Company or any 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. [Remainder of page intentionally blank; signature page follows]its Affiliates.

Code Section 409A. It is intended that all The intent of the parties is that payments satisfy, to the greatest extent possible, the exemptions and benefits under this Agreement comply with or otherwise be exempt from the application of Internal Revenue Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), the regulations and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of guidance promulgated thereunder (collectively “Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise409A”) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times to the maximum extent permitted, this Agreement shall be considered a separate and distinct paymentinterpreted to be either exempt from or in compliance therewith. In no event whatsoever shall the Company or Employer be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding any provision other payment schedule provided herein to the contrary in this Agreementcontrary, if the Employee Executive is deemed by on the Company at the time date of separation from service termination to be a “specified employee” for purposes within the meaning of Code Section 409A(a)(2)(B)(i), and if any of the 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 that term under Code Section 409A(a)(2)(B)(i) and the related adverse taxation 409A(a)(2)(B), then any payment under Section 409A, such payments will 5 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be provided to made until the Employee prior to date which is the earliest earlier of (iA) the expiration of the six (6)-month period measured from the Termination Datedate of such “separation from service” of Executive, and (iiB) the date of the EmployeeExecutive’s death or (iiithe “Delay Period”) such earlier date as permitted to the extent required under Code Section 409A without the imposition of adverse taxation. 409A. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodthe Delay Period, all Payments deferred payments delayed pursuant to this Paragraph 21 will Section 5(e) shall be paid to Executive in a lump sum to the Employeesum, and any all remaining Payments payments due will under this Agreement shall be paid as otherwise or provided herein or in accordance with the applicable agreementnormal payment dates specified for them herein. No interest will A termination of employment shall not be due on deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts so deferredor benefits upon or following a termination of employment unless such termination is also a “separation from service” from the Company and Employer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Notwithstanding any other provision herein to the contrary, in the no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A, or the payment of increased taxes, excise taxes or 409A be subject to offset by any other penalties under amount unless otherwise permitted by Code Section 409A. The parties intend all payments and benefits hereunder to be in compliance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]409A.

Code Section 409A. It is (a) The payments and benefits provided hereunder are intended to be exempt from or compliant with the requirements of Code Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that all following the effective date hereof, the Company reasonably determines that any payments or benefits hereunder are not either exempt from or compliant with the requirements of Code Section 409A, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that are necessary or appropriate (i) to preserve the intended tax treatment of the payments satisfyand benefits provided hereunder, to preserve the greatest extent possibleeconomic benefits with respect to such payments and benefits, and/or (ii) to exempt such payments and benefits from Code Section 409A or to comply with the exemptions from the application requirements of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4)and thereby avoid the application of penalty taxes thereunder, 1.409A-1(b)(5provided¸ however, that the Company shall have no obligation to take any action described in this Section 8 or to indemnify the Executive for any failure to take any such action. (b) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision anything to the contrary in this Agreement, if no compensation or benefits, including without limitation any termination payments or benefits payable under Section 2 above, shall be paid to the Employee is deemed by Executive during the 6-month period following the Executive’s Separation from Service to the extent that the Company reasonably determines that paying such amounts at the time of separation from service to or times indicated in this Agreement would be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from Code. If the Termination Date, (ii) the date payment of any such amounts is delayed as a result of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon previous sentence, then on the first business day following the expiration end of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will 6-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a lump prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the Employeecumulative amount that would have otherwise been payable to the Executive during such 6-month period. (c) To the extent that any reimbursements hereunder constitute taxable compensation to the Executives, including without limitation, any reimbursements made in accordance with Section 6 above (but excluding any reimbursements made in accordance with Sections 2 and 5 above, which reimbursements shall be provided in accordance with such Sections), such reimbursements shall be made to the Executive promptly, but in no event after December 31st of the year following the year in which the expense was incurred, the amount of any such amounts reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and the Executive’s right to reimbursement of any remaining Payments due will such expenses shall not be paid as otherwise provided herein subject to liquidation or in the applicable agreement. No interest will be due on any amounts so deferred. Notwithstanding exchange for 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 and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]benefit.

Code Section 409A. It is intended that all this Agreement shall comply with the provisions of Section 409A of the payments satisfyInternal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (“Code Section 409A”), or an exemption to Code Section 409A. Payments, rights and benefits may only be made, satisfied or provided under this Agreement upon an event and in a manner permitted by Code Section 409A, to the greatest extent applicable, so as not to subject the Executive to the payment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Executive being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree, to the extent possible, to amend this Agreement to maintain to the exemptions from maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or interest under 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 409A. All payments to be construed to the greatest extent possible as consistent with those provisions. For purposes made upon a termination of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments employment under this Agreement (whether severance payments, reimbursements or otherwise) will may only be treated made upon a “separation from service” 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. defined under Code Section 409A. Notwithstanding any provision of this Agreement to the contrary in this Agreementcontrary, if if, as of the Employee is deemed by date of the Company at the time of Executive’s separation from service to be service, the Executive is a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in income defined under Code Section 409A, or then, except to the payment extent that this Agreement does not provide for a “deferral of increased taxes, excise taxes or other penalties under compensation” within the meaning of Code Section 409A. The parties intend all 409A of the Code, no payments shall be made and no benefits hereunder shall be provided to be in compliance with Code Section 409A. [Remainder the Executive during the period beginning on the date of page intentionally blank; signature page follows]the Executive’s separation from service and ending on the last day of the sixth month after such date. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

Code Section 409A. It is intended that all this Agreement comply with the provisions of section 409A of the payments satisfyInternal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (“Code Section 409A”), or an exemption to Code Section 409A. Payments, rights and benefits may only be made, satisfied or provided under this Agreement upon an event and in a manner permitted by Code Section 409A, to the greatest extent applicable, so as not to subject the Executive to the payment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Executive being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree, to the extent possible, to amend this Agreement to maintain to the exemptions from maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or interest under 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 409A. All payments to be construed to the greatest extent possible as consistent with those provisions. For purposes made upon a termination of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments employment under this Agreement (whether severance payments, reimbursements or otherwise) will may only be treated made upon a “separation from service” 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. defined under Code Section 409A. Notwithstanding any provision of this Agreement to the contrary in this Agreementcontrary, if if, on the Employee is deemed by date of the Company at the time of Executive's separation from service to be service, the Executive is a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in income defined under Code Section 409A, or then, except to the payment extent that this Agreement does not provide for a “deferral of increased taxes, excise taxes or other penalties under compensation” within the meaning of Code Section 409A. The parties intend all 409A of the Code, no payments may be made and no benefits hereunder may be provided to be in compliance with Code Section 409A. [Remainder the Executive during the period beginning on the date of page intentionally blank; signature page follows]the Executive's separation from service and ending on the last day of the sixth month after such date. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

Code Section 409A. It is intended that all For purposes of this letter agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A of the payments satisfyCode and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the greatest extent possible, the exemptions from the application of Code Section 409A any payments provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9)this letter agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A, and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is you are deemed by the Company at the time of separation from service such termination of employment to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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, then such payments will payment shall not be provided to made or commence until the Employee prior to the earliest earlier of (i) the expiration of the six (6)-month 6-month period measured from your separation from service from the Termination Date, Company or (ii) the date of your death following such a separation from service; provided, however, that such deferral shall only be effected to the Employee’s death or extent required to avoid adverse tax treatment to you including, without limitation, the additional tax for which you would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between your termination of employment and the first payment date but for the application of this provision, and the balance of the installments (iiiif any) will be payable in accordance with their original schedule. To the extent that any provision of this letter agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such earlier date a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this letter agreement may be classified as permitted under Code a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A without the imposition under another provision of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all 409A. Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Employee, and any 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 and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]Treasury Regulations.

Code Section 409A. It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments amounts payable under this Agreement and the Company’s and the Executive’s exercise of authority or discretion hereunder shall either be exempt from or comply with Section 409A of the Code (whether severance paymentsincluding the Treasury regulations and other published guidance 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. To the extent that any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, reimbursements or otherwisethe Agreement shall be modified to avoid such additional tax yet preserve (to the nearest extent reasonably possible) will be treated as a right the intended benefit payable to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct paymentthe Executive. Notwithstanding any provision of this Agreement to the contrary in this Agreementcontrary, if the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of as defined in Code Section 409A(a)(2)(B)(i)409A, and if and, as a result of that status, any portion of the payments set forth herein and/or under any other agreement with the Company are deemed this Agreement would otherwise be subject to be “deferred compensation”, then taxation pursuant to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will the Executive shall not be provided entitled to any payments upon a termination of her employment until the Employee prior to the earliest earlier of (i) the expiration of the date which is six (6)-month period measured from the Termination Date6) months after her termination of employment for any reason other than death, or (ii) the date of the EmployeeExecutive’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon death; provided the first business day following such payment thereafter shall include all amounts that would have been paid earlier but for such six (6) month delay. At the expiration request of the Executive, the Company shall set aside those payments that would otherwise be made in such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid six-month period in a lump sum trust that is in compliance with Rev. Proc. 92-64. Furthermore, with regard to any benefit to be provided upon a termination of employment, to the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in income under extent required by Code Section 409A, or the payment Executive shall pay the premium for such benefit during the aforesaid period and be reimbursed by the Company therefor promptly after the end of increased taxessuch period. The provisions of this Section 21 shall only apply if, excise taxes or other penalties under Code Section 409A. The parties intend all payments and benefits hereunder to be in compliance the extent, required to comply with Code Section 409A. [Remainder of page intentionally blank; signature page follows]409A.

Code Section 409A. It is intended that all (a) For purposes of this Agreement, no payment will be made to Executive on termination of Executive’s employment unless such termination constitutes a “separation from service” within the payments satisfy, to the greatest extent possible, the exemptions from the application meaning of Code Section 409A provided and Section 1.409A-l(h) of the regulations promulgated thereunder. (b) To the extent any payments to which Executive becomes entitled 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 in connection with Executive’s separation from service from the Company constitute deferred compensation subject 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 “Deferred Payments”), such payments will be paid on, or in the Employeecase of installments, will not commence, until sixty (60) days following the Executive’s right to receive separation from service, or if later, such time as required by subsection (c), below. Except as required by subsection (c), below, any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) that would have been made to Executive during the 60-day period immediately following Executive’s separation from service but for the preceding sentence will be treated paid to Executive on or around the sixtieth day following Executive’s separation from service and the remaining payments will be made 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 any provision to the contrary in this Agreement, if the Employee provided herein. (c) If Executive is deemed by the Company at the time of such separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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, such payments then any Deferred Payment(s) will not be provided to the Employee prior to made or commence until the earliest of of: (i) the expiration of the six (6)-month 6-month period measured from the Termination Datedate of Executive’s “separation from service” (as such term is at the time defined in Treasury Regulations under Code Section 409A) with the Company, or (ii) the date of the EmployeeExecutive’s death following such separation from service; provided, however, that such deferral will only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Code Section 409A(a)(l)(B) in the absence of such deferral. On the expiration of the applicable deferral period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph will be paid to the Executive or Executive’s beneficiary in one lump sum. (iiid) such earlier date The Company and the Executive, and as permitted applicable their beneficiary, will work together to ensure the Company and the Executive address and abide by any Section 409A requirements. (e) The Company reserves the right to amend this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant or to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in avoid income recognition under Code Section 409A, or 409A prior to the actual payment of increased taxes, excise any benefits or imposition of any additional tax. Each payment and benefit payable hereunder is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. In no event will the Company reimburse the Executive for any taxes or other penalties under Code that might be imposed on the Executive as a result of Section 409A. The parties intend all payments and benefits hereunder to be in compliance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]409A.

Code Section 409A. It is intended The Parties intend that all the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the payments satisfyInternal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the greatest Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent possibleCode Section 409A is applicable to this Agreement and the benefits provided hereunder, the exemptions Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to mean Executive’s “separation from service” within the application meaning of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9409A(a)(2)(A)(i), and (ii) each payment made under this Agreement will shall be construed treated as a separate payment and the right to the greatest extent possible as consistent with those provisions. For purposes a series of Code Section 409A (installment payments under this Agreement, including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)under Sections 4(c) and (d), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will shall 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 paymentpayments. Notwithstanding any provision to the contrary in this AgreementIn addition, if the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee” for purposes within the meaning of Code Section 409A(a)(2)(B)(i), and if any 409A at the time of the payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”Executive’s separation from service, then to the extent delayed commencement of any portion of such payments is required in order necessary to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided subjecting Executive to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in income additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and paid to Executive in a lump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from Executive or any other individual to the payment Company or any 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. [Remainder of page intentionally blank; signature page follows]its Affiliates.

Code Section 409A. It is intended The Parties intend that all the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the payments satisfyInternal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the greatest Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent possibleCode Section 409A is applicable to this Agreement and the benefits provided hereunder, the exemptions Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to mean Executive’s “separation from service” within the application meaning of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9409A(a)(2)(A)(i), and (ii) each payment made under this Agreement will shall be construed treated as a separate payment and the right to the greatest extent possible as consistent with those provisions. For purposes a series of Code Section 409A (installment payments under this Agreement, including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)under Sections 4(c) and (d), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will shall 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 paymentpayments. Notwithstanding any provision to the contrary in this AgreementIn addition, if the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee” for purposes within the meaning of Code Section 409A(a)(2)(B)(i), and if any 409A at the time of the payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”Executive’s separation from service, then to the extent delayed commencement of any portion of such payments is required in order necessary to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided subjecting Executive to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in income additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six- month period immediately following Executive’s “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and paid to Executive in a lump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from Executive or any other individual to the payment Company or any 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. [Remainder of page intentionally blank; signature page follows]its Affiliates

Code Section 409A. It is intended that all For purposes of this letter agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A of the payments satisfyCode and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the greatest extent possible, the exemptions from the application of Code Section 409A any payments provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9)this letter agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A, and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is you are deemed by the Company at the time of separation from service such termination of employment to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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, then such payments will payment shall not be provided to made or commence until the Employee prior to the earliest earlier of (i) the expiration of the six (6)-month 6-month period measured from your separation from service from the Termination Date, Company or (ii) the date of your death following such a separation from service; provided, however, that such deferral shall only be effected to the Employee’s death or extent required to avoid adverse tax treatment to you including, without limitation, the additional tax for which you would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between your termination of employment and the first payment date but for the application of this provision, and the balance of the installments (iiiif any) will be payable in accordance with their original schedule. To the extent that any provision of this letter agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such earlier date a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this letter agreement may be classified as permitted under Code a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A without the imposition under another provision of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all 409A. Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum section are intended to constitute separate payments for purposes of Section l.409A-2(b )(2) of the Employee, and any 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 and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]Treasury Regulations.

Code Section 409A. It is intended Notwithstanding any other provisions of this Agreement or the Plan, the Option granted hereunder shall not be deferred, accelerated, extended, paid out or modified in a manner that all would result in the imposition of an additional tax under Section 409A of the payments satisfyCode upon the Optionee. In the event it is reasonably determined by the Committee that, to as a result of Section 409A of the greatest extent possibleCode, the exemptions from the application transfer of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments Shares under this Agreement (whether severance paymentsmay not be made at the time contemplated hereunder without causing the Optionee to be subject to taxation under Section 409A of the Code, reimbursements or otherwise) the Company will be treated as a right to receive a series make such payment on the first day that would not result in the Optionee incurring any tax liability under Section 409A of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct paymentthe Code. Notwithstanding any provision anything herein to the contrary in this Agreementcontrary, if the Employee is deemed by the Company at the time of separation from service to be the Optionee’s termination of Employment with the Company the Optionee is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of Employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Optionee) until the date that is six months following the Optionee’s termination of Employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax). The Optionee is solely responsible and liable for purposes the satisfaction of Code all taxes and penalties that may be imposed on or in respect of such Optionee in connection with the Option (including any taxes and penalties under Section 409A(a)(2)(B)(i409A), and if neither the Company nor any of its Subsidiaries shall have any obligation to indemnify or otherwise hold the payments set forth herein and/or under Optionee (or any other agreement with beneficiary) harmless from any or all of such taxes or penalties. If the Company are deemed to be Option is considered “deferred compensation”, then ” subject to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided references in this Agreement and the Plan to “termination of Employment” and “separation from service” (and substantially similar phrases) shall mean “separation from service” within the Employee prior to the earliest meaning of (i) the expiration Section 409A. For purposes of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A, or each payment that may be made in respect of 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. [Remainder of page intentionally blank; signature page follows]Option is designated as a separate payment.

Code Section 409A. It is intended that all (a) The intent of the Parties is that payments satisfyand benefits under this Agreement comply with, or be exempt from, Section 409A of the Code (“Section 409A”) and, accordingly, to the greatest maximum extent possiblepermitted, this Agreement shall be interpreted to be in compliance therewith. Severance benefits under the exemptions Agreement are intended to be exempt from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4)the “short-term deferral” exception, 1.409A-1(b)(5) and 1.409A-1(b)(9)to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. In no event shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A; provided that amounts are paid in accordance with the terms set forth herein. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed to providing for the greatest extent possible as consistent with those provisions. For purposes payment of Code any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A (including, without limitationand, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) If Executive is a Specified Employee, within the meaning of Section 409A, on the date of her “separation from service,” as defined in Treasury Regulation Section 1.409A-2(b)(2)(iii)1.409A-1(h), any amounts payable on account of such separation from service that constitute “deferred compensation” within the Employeemeaning of Section 409A shall be paid on the date that is six (6) months following such separation from service, or the date of Executive’s death, if earlier, but only to the extent necessary to avoid the imposition of additional taxes under Section 409A. (d) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (e) For purposes of Section 409A, Executive’s right to receive any installment payments under pursuant to this Agreement (whether severance payments, reimbursements or otherwise) will shall 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 any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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)(ipayments. (f) and the related adverse taxation under Section 409A, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 of this Agreement to the contrary, in the no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code other amount unless otherwise permitted by 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. [Remainder of page intentionally blank; signature page follows]409A.

Code Section 409A. It is This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that all of if this Agreement and the payments satisfyseverance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the greatest extent possibleapplicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the exemptions Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the application obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times would be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of payment upon a separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i)409A, and if any of the payments set forth herein and/or under any other agreement with the Company are deemed Executive is determined 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 "specified employee" under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, then any such payments will not payment or reimbursement, or portion thereof, shall be provided delayed until the date that is the earlier to the Employee prior to the earliest occur of (i) the expiration of the six (6)-month period measured from the Termination Date, Executive's death or (ii) the date that is six months and one day following the date of the Employee’s death or Termination of Executive's Employment (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation"Delay Period"). Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodthe Delay Period, all Payments deferred the payments delayed pursuant to this Paragraph 21 will Section 13 shall be paid to Executive in a lump sum to the Employeesum, and any remaining Payments payments due will under this Section 13 shall be paid as otherwise provided herein or payable in the applicable agreementaccordance with their original payment schedule. No interest will be due on any amounts so deferredBy: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. Notwithstanding any other provision herein to the contrary▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, in the event Chief Executive Officer ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, VP of any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]Global Sales

Code Section 409A. (a) It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments amounts payable under this Agreement and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with Section 409A of the Code (whether severance paymentsincluding the Treasury regulations and other published guidance 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. To the extent that any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, reimbursements or otherwisethe Agreement shall be modified to avoid such additional tax yet preserve (to the nearest extent reasonably possible) will be treated as a right the intended benefit payable to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. the Executive. (b) Notwithstanding any provision of this Agreement to the contrary in this Agreementcontrary, if the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of as defined in Code Section 409A(a)(2)(B)(i), and if any of the 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, such payments will the Executive shall not be provided entitled to any payments upon a termination of his employment until the Employee prior to the earliest earlier of (i) the expiration of the date which is six (6)-month period measured from the Termination Date6) months after his termination of employment for any reason other than death, or (ii) the date of the EmployeeExecutive’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition death. Furthermore, with regard to any benefit to be provided upon a termination of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodemployment, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in income under extent required by Code Section 409A, or the payment Executive shall pay the premium for such benefit during the aforesaid period and be reimbursed by the Corporation therefor promptly after the end of increased taxessuch period. Any amounts otherwise payable to the Executive following a termination of his employment that are not so paid by reason of this Section 25(b) shall be paid as soon as practicable after the date that is six (6) months after the termination of the Executive’s employment (or, excise taxes or other penalties under Code if earlier, the date of the Executive’s death). The provisions of this Section 409A. The parties intend all payments 25(b) shall only apply if, and benefits hereunder to be in compliance the extent, required to comply with Code Section 409A. [Remainder of page intentionally blank; signature page follows]409A.

Code Section 409A. It is intended The Parties intend that all the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the payments satisfyInternal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the greatest Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent possibleCode Section 409A is applicable to this Agreement and the benefits provided hereunder, the exemptions Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to mean Executive’s “separation from service” within the application meaning of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9409A(a)(2)(A)(i), and (ii) each payment made under this Agreement will shall be construed treated as a separate payment and the right to the greatest extent possible as consistent with those provisions. For purposes a series of Code Section 409A (installment payments under this ​ Agreement, including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)under Sections 4(c) and (d), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will shall 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 paymentpayments. Notwithstanding any provision to the contrary in this AgreementIn addition, if the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee” for purposes within the meaning of Code Section 409A(a)(2)(B)(i), and if any 409A at the time of the payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”Executive’s separation from service, then to the extent delayed commencement of any portion of such payments is required in order necessary to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided subjecting Executive to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in income additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and paid to Executive in a lump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from Executive or any other individual to the payment Company or any 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. [Remainder of page intentionally blank; signature page follows]its Affiliates.

Code Section 409A. It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided any amounts payable 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 exempt from Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) under the “short-term deferral” exemption and this Agreement shall be interpreted accordingly; provided, however, that to the greatest extent possible as consistent with those provisionsany amounts payable under this Agreement are determined to be subject to Section 409A, this Agreement shall be interpreted accordingly. For purposes of To the extent that any amount payable under this Agreement would trigger any additional tax, penalty or interest imposed by Code Section 409A 409A, this Agreement shall be modified to avoid such additional tax, penalty or interest yet preserve (includingto the nearest extent reasonably possible) the intended benefit payable to the Executive. Notwithstanding anything in this Agreement to the contrary, without limitationto the extent necessary to avoid triggering additional tax, penalty or interest imposed by Code Section 409A, no event or condition shall constitute a Change in Control for purposes of this Agreement unless it also constitutes a “change in control event” described in Treasury Regulation Section 1.409A-2(b)(2)(iii))1.409A-3(i)(5) and the termination of the Executive’s employment shall not be deemed to have occurred unless and until a “separation from service” (as that term is used in Code Section 409A) occurs. To the extent necessary to avoid triggering additional tax, the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements penalty 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 any provision to the contrary in this Agreementinterest imposed by Code Section 409A, if the Employee Executive is deemed by on the Company at the time date of a separation from service to be a “specified employee” for purposes (within the meaning of that term under Section 409A(a)(2)(B) of the Code and determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Code Section 409A), then with regard to any payment that is determined to constitute nonqualified deferred compensation within the meaning of Code Section 409A(a)(2)(B)(i), 409A and if any is paid as a result of the 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 409AExecutive’s separation from service, such payments will payment shall not be made or provided to the Employee prior to the earliest date which is the earlier of (iA) the expiration of the six (6)-month period measured from the Termination Datedate of such “separation from service” of the Executive, and (iiB) the date of the EmployeeExecutive’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation“Delay Period”). Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodthe Delay Period, all Payments deferred payments delayed pursuant to this Paragraph 21 will the preceding sentence shall be paid to the Executive in a lump sum to the Employeesum, and any 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 and at all times administered in a manner that 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 due under this Agreement shall be paid or provided in compliance accordance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]the normal payment dates specified for them herein.

Code Section 409A. It is intended (a) To extent that all the Executive would otherwise be entitled to any payment or benefit under this Agreement that constitutes deferred compensation within the meaning of Section 409A of the payments satisfyInternal Revenue Code of 1986, to the greatest extent possible, the exemptions from the application of Code as amended (“Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5409A”) and 1.409A-1(b)(9), that if paid during the six months beginning on the date of Executive’s termination of employment would be subject to additional taxes and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code penalties under Section 409A (including, without limitation, for purposes “409A Penalties”) because the Executive is a specified employee (within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii)409A), then, except to the Employeeextent specifically addressed under a separate plan or arrangement of the Company or of KCS, the payment will be paid to the Executive on the earliest of the six-month anniversary of the termination of employment, a change in ownership or effective control of the Company (within the meaning of Section 409A) or the Executive’s right death. In addition, any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to receive any installment payments the Executive only upon a “separation from service” as defined in Treas. Reg. 1.409A-1(h). To the extent applicable, each severance payment made under this Agreement (whether severance payments, reimbursements or otherwise) will shall be treated as a right deemed to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate payment, and distinct payment. Notwithstanding any provision to the contrary in amounts payable under this Agreement, if the Employee is Agreement shall be deemed by the Company at the time of separation from service not to be a “specified employeedeferral of compensation” for purposes of Code subject to Section 409A(a)(2)(B)(i), and if any of the payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then 409A to the extent delayed commencement provided in the exceptions in Treas. Reg. 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. 1.409A-1 through 1.409A-6. (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any portion of such payments in-kind benefit under this Agreement is required in order determined to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under be subject to Section 409A, the amount of any such payments will expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be provided reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. 8. Appendix A to the Employee prior to Agreement is hereby deleted and replaced with the earliest of (i) new Appendix A attached hereto. Except as otherwise expressly set forth in this Addendum, including Appendix A, the expiration of the six (6)-month period measured from the Termination Date, (ii) Agreement shall remain unchanged and in full force and effect in accordance with its terms. The Parties acknowledge and agree that effective upon the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition execution of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodthis Addendum, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum rights and obligations of KCS as an employer under the Agreement are fully assigned to the EmployeeCompany and the Company accepts and agrees to assume all such rights and obligations and Executive consents to such assignment; provided, however, any obligations and any remaining Payments due will be paid as otherwise provided herein or rights of KCS under the Agreement with respect to plans sponsored by KCS and referenced 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 Agreement shall remain obligations and rights of any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]KCS.

Code Section 409A. It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5(a) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision anything to the contrary in this Agreement, no Deferred Payments (as defined below) shall be payable until you have a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and official guidance thereunder (together, “Section 409A”). Similarly, no severance payable to you, if any, pursuant to this Agreement that would otherwise be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall be payable until you have a “separation from service” within the Employee is deemed meaning of Section 409A. (b) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the 60th day following your separation from service, or, if later, such time as required by Section 14(c). Any installment payments that would have been made to you during the Company at the time of 60 day period immediately following your separation from service but for the preceding sentence will be paid to you on the 60th day following your separation from service and the remaining payments shall be made as provided in this Agreement. (c) Further, if you are a “specified employee” for purposes within the meaning of Code Section 409A(a)(2)(B)(i409A at the time of your separation from service (other than due to death), and the severance payments and benefits payable to you, if any of any, pursuant to the payments set forth herein and/or under Agreement, when considered together with any other agreement with the Company severance payments or separation benefits, are deemed to be “considered 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 compensation under Section 409A409A (together, the “Deferred Payments”), such payments Deferred Payments that are otherwise payable within the first 6 months following your separation from service will not be provided to become payable on the Employee prior to first payroll date that occurs on or after the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) date 6 months and 1 day following the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxationyour separation from service. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodAll subsequent Deferred Payments, all Payments deferred pursuant to this Paragraph 21 if any, will be paid payable in a lump sum accordance with the payment schedule applicable to the Employee, and any remaining Payments due will be paid as otherwise provided herein each payment or in the applicable agreement. No interest will be due on any amounts so deferredbenefit. Notwithstanding any other provision anything herein to the contrary, if you die following your separation from service but prior to the 6 month anniversary of your separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the event date of any ambiguity your death and all other Deferred Payments will be payable in accordance with the terms payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (d) Any severance payment that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this Agreementsection (d), such term(s“Section 409A Limit” will mean the lesser of 2 times: (i) will your annualized compensation based upon the annual rate of pay paid to you during the taxable year preceding the taxable year of your separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be interpreted and at all times administered taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in a manner that 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. [Remainder of page intentionally blank; signature page follows]which your employment is terminated.

Code Section 409A. It is This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that all of if this Agreement and the payments satisfyseverance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the greatest extent possibleapplicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the exemptions Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the application obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times would be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of payment upon a separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i)409A, and if any of the payments set forth herein and/or under any other agreement with the Company are deemed Executive is determined 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 "specified employee" under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, then any such payments will not payment or reimbursement, or portion thereof, shall be provided delayed until the date that is the earlier to the Employee prior to the earliest occur of (i) the expiration of the six (6)-month period measured from the Termination Date, Executive's death or (ii) the date that is six months and one day following the date of the Employee’s death or Termination of Executive's Employment (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation"Delay Period"). Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodthe Delay Period, all Payments deferred the payments delayed pursuant to this Paragraph 21 will Section 13 shall be paid to Executive in a lump sum to the Employeesum, and any remaining Payments payments due will under this Section 13 shall be paid as otherwise provided herein or payable in the applicable agreementaccordance with their original payment schedule. No interest will be due on any amounts so deferred. Notwithstanding any other provision herein to the contraryBy: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, in the event President and Chief Executive Officer ▇▇▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer and Vice President of any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]Finance

Code Section 409A. It is intended The Parties intend that all the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the payments satisfyInternal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the greatest Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under T▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent possibleCode Section 409A is applicable to this Agreement and the benefits provided hereunder, the exemptions Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to mean Executive’s “separation from service” within the application meaning of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9409A(a)(2)(A)(i), and (ii) each payment made under this Agreement will shall be construed treated as a separate payment and the right to the greatest extent possible as consistent with those provisions. For purposes a series of Code Section 409A (installment payments under this Agreement, including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)under Sections 4(c) and (d), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will shall 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 paymentpayments. Notwithstanding any provision to the contrary in this AgreementIn addition, if the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee” for purposes within the meaning of Code Section 409A(a)(2)(B)(i), and if any 409A at the time of the payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”Executive’s separation from service, then to the extent delayed commencement of any portion of such payments is required in order necessary to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided subjecting Executive to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in income additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and paid to Executive in a lump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from Executive or any other individual to the payment Company or any 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. [Remainder of page intentionally blank; signature page follows]its Affiliates.

Code Section 409A. It is This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that all of if this Agreement and the payments satisfyseverance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the greatest extent possibleapplicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the exemptions Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the application obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times would be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of payment upon a separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i)409A, and if any of the payments set forth herein and/or under any other agreement with the Company are deemed Executive is determined 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 "specified employee" under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, then any such payments will not payment or reimbursement, or portion thereof, shall be provided delayed until the date that is the earlier to the Employee prior to the earliest occur of (i) the expiration of the six (6)-month period measured from the Termination Date, Executive's death or (ii) the date that is six months and one day following the date of the Employee’s death or Termination of Executive's Employment (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation"Delay Period"). Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodthe Delay Period, all Payments deferred the payments delayed pursuant to this Paragraph 21 will Section 12 shall be paid to Executive in a lump sum to the Employeesum, and any remaining Payments payments due will under this Section 12 shall be paid as otherwise provided herein or payable in the applicable agreementaccordance with their original payment schedule. No interest will be due on any amounts so deferred. Notwithstanding any other provision herein to the contraryBy: ▇▇▇▇ ▇▇▇▇▇▇▇▇, in the event CEO ▇▇▇▇▇ ▇▇▇▇▇▇▇, VP of any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]Platforms

Code Section 409A. It is intended that all (a) The intent of the Parties is that payments satisfyand benefits under this Agreement comply with, or be exempt from, Section 409A of the Code (“Section 409A”) and, accordingly, to the greatest maximum extent possiblepermitted, this Agreement shall be interpreted to be in compliance therewith. Severance benefits under the exemptions Agreement are intended to be exempt from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4)the “short- term deferral” exception, 1.409A-1(b)(5) and 1.409A-1(b)(9)to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. In no event shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A; provided that amounts are paid in accordance with the terms set forth herein. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed to providing for the greatest extent possible as consistent with those provisions. For purposes payment of Code any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A (including, without limitationand, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) If the Executive is a Specified Employee, within the meaning of Section 409A, on the date of his “separation from service,” as defined in Treasury Regulation Section 1.409A-2(b)(2)(iii)1.409A-1(h), any amounts payable on account of such separation from service that constitute “deferred compensation” within the Employeemeaning of Section 409A shall be paid on the date that is six (6) months following such separation from service, or the date of Executive’s death, if earlier, but only to the extent necessary to avoid the imposition of additional taxes under Section 409A. (d) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (e) For purposes of Section 409A, Executive’s right to receive any installment payments under pursuant to this Agreement (whether severance payments, reimbursements or otherwise) will shall 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 any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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)(ipayments. (f) and the related adverse taxation under Section 409A, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 of this Agreement to the contrary, in the no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code other amount unless otherwise permitted by 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. [Remainder of page intentionally blank; signature page follows]409A.

Code Section 409A. It is 7.3.1. The RSUs are not intended that all to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the payments satisfyCode (together with all related U.S. Department of Treasury guidance, “Section 409A”). However, notwithstanding any other provision of the Plan, this Agreement or the Notice to the greatest extent possiblecontrary, if the Committee determines that the RSUs or any amounts payable under this Agreement may be subject to Section 409A, the exemptions Committee may adopt such amendments to the Plan, this Agreement or the Notice or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective), or take any other action that the Committee determines to be necessary or appropriate to either (a) exempt the amounts payable under this Agreement from Section 409A and/or preserve the application intended tax treatment of such amounts, or (b) comply with the requirements of Section 409A; provided, however, that nothing in this Section 7 shall create any obligation on the part of the Company to adopt any such amendment or take any other action. 7.3.2. If the vesting of any RSUs is accelerated in connection with a termination of the Grantee’s status as a Service Provider that is a “separation from service” within the meaning of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5and (x) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee Grantee is deemed by the Company at the time of separation from service to be a “specified employee” for purposes within the meaning of Code Section 409A(a)(2)(B)(i), 409A at that time and if any of (y) the 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 payment of such payments is required accelerated RSUs would result in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided to the Employee prior to the earliest imposition of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted additional tax under Code Section 409A without if paid to the imposition of adverse taxation. Upon Grantee within the 6-month period following such termination, then the accelerated RSUs will not be paid until the first business day following after the expiration 6-month period ends. 7.3.3. If the Grantee’s status as a Service Provider terminates due to death or the Grantee dies after the Grantee stops being a Service Provider, the delay under Section 7.3.2 of such applicable Code Section 409A(a)(2)(B)(i) periodthis Agreement will not apply, all Payments deferred pursuant to this Paragraph 21 and the RSUs will be paid in a lump sum Shares to the Employee, and any remaining Payments due will be paid Grantee’s estate (or such other person as otherwise provided herein or specified in the applicable agreementSection 4.3 herein) as soon as practicable. 7.3.4. 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 Each payment under this Agreement, such term(s) will be interpreted and at all times administered in Agreement is a manner that avoids the inclusion of compensation in income separate payment under Code Treasury Regulations 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. [Remainder of page intentionally blank; signature page follows]1.409A-2(b)(2).

Code Section 409A. It This Agreement is intended to be interpreted and operated to the fullest extent possible so that all the payments and benefits under this Agreement either shall be exempt from the requirements of Section 409A of the payments satisfyInternal Revenue Code of 1986, to as amended (“Code Section 409A”) or shall comply with the greatest extent possible, the exemptions from the application requirements 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 409A. All options granted pursuant to the terms of this Agreement will are intended to be construed exempt from Section 409A pursuant to Treasury Regulation §1.409A-1(b)(4) or §1.409A-1(b)(5). Payments payable under this Agreement triggered by a termination of employment that are deferred compensation subject to (but not otherwise exempt from) Code Section 409A shall not be made unless such termination of employment constitutes a separation from service within the greatest extent possible as consistent with those provisions. For purposes meaning of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive 409A. Notwithstanding any installment payments under other provision in 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 any provision to the contrary in this Agreementcontrary, if the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee” for purposes on the date of his separation from service within the meaning of Code Section 409A(a)(2)(B)(i409A and Treasury Regulation §1.409A-1(h), payments and if any of the payments set forth herein and/or benefits payable under any other agreement with the Company this Agreement due to a separation from service that are deemed deferred compensation subject 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(but not otherwise exempt from) and the related adverse taxation under Section 409A, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without that would otherwise be paid or provided during the imposition of adverse taxation. Upon six-month period commencing on the separation from service, will be deferred until the first business day of the seventh month following the expiration of separation from service if such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant deferral is necessary to this Paragraph 21 will be paid in a lump sum to avoid the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A, or the payment of increased taxes, excise taxes or other penalties additional tax under Code Section 409A. The parties intend all payments and benefits hereunder In the case of a series of payments, the first payment shall include the amounts the Executive would have been entitled to receive during the six-month waiting period. Each payment made under this Agreement shall be in compliance with Code designated as a “separate payment” within the meaning of code Section 409A. [Remainder of page intentionally blank; signature page follows]If the Executive’s taxable year is other than the calendar year, then, to the extent required by Section 409A, the term “calendar year” (when used in this Agreement) shall instead mean the Executive’s taxable year.

Code Section 409A. It is intended that all Unless otherwise expressly provided, any payment of compensation by Company to the Executive, whether pursuant to this Appendix I and the Employment Letter or otherwise, shall be made within two and one-half months (2½ months) after the end of the later of the calendar year or the Company’s fiscal year in which the Executive’s right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”)). All payments satisfy, to of “nonqualified deferred compensation” (within the greatest extent possible, the exemptions from the application meaning of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5409A) and 1.409A-1(b)(9)are intended to comply with the requirements of Code Section 409A, and this Agreement will shall be construed interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Code Section 409A, and no amount shall be paid prior to the greatest extent possible as consistent with those provisions. For purposes earliest date on which it is permitted to be paid under Code Section 409A. In the event that an amount becomes payable to the Executive upon termination of employment, the Company shall determine whether such payment is subject to the requirements of Code Section 409A (including, a) (2)(A)(i) and Code Section 409A (a)(2)(B)(i) (hereinafter referred to as the “Specified Employee Rule”). The Company shall make such determination and provide written notice thereof to the Executive prior to the earlier of the date that any such amounts would be paid to the Executive without limitation, for purposes regard to Code Section 409A or within thirty (30) days after his termination of Treasury Regulation Section 1.409A-2(b)(2)(iii))employment. Upon the request of the Executive, the Employee’s right Company agrees to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right promptly provide to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct paymenthim such information that the Executive may reasonably request with regard to its determination. Notwithstanding any provision In the event that the Company determines that an amount payable to the contrary in this AgreementExecutive after his termination of employment is subject to the Specified Employee Rule, if then no distribution of such amount shall be made to the Employee is deemed by the Company at the time Executive on account of his separation from service to be a “specified employee” for purposes before the date which is six (6) months after the date of Code Section 409A(a)(2)(B)(i)his separation from service (or if earlier, and if any the date of death of the payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then Executive) as and to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided 409A. The aggregate amount that would have been payable to the Employee prior Executive but for the restrictions imposed by Code Section 409A shall be paid to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date Executive as soon as permitted under by Code Section 409A without the imposition of adverse taxationexcise taxes. Upon All expense reimbursement or in-kind benefits provided under this Appendix I and the first business day Employment Letter or, unless otherwise specified, under any Company program or policy subject to Code Section 409A shall comply with the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the expiration year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of such applicable Code Section 409A(a)(2)(B)(i) said period, all Payments deferred pursuant and (iii) the right to this Paragraph 21 will reimbursement or in-kind benefits shall not be paid in a lump sum subject to the Employee, and any remaining Payments due will be paid as otherwise provided herein liquidation 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 and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]exchange for another benefit.

Code Section 409A. It is intended that all (a) To the extent applicable, this Letter shall be interpreted and applied consistent and in accordance with Section 409A of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes Department of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate regulations and distinct paymentother interpretive guidance issued thereunder. Notwithstanding any provision to the contrary in of this Agreement, if the Employee is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 Letter to the contrary, if the Company determines that any compensation or benefits payable under this Letter may not be either exempt from or compliant with Section 409A of the Code and related Department of Treasury guidance, the Company may in its sole discretion adopt such amendments to this Letter or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this Letter from Section 409A of the Code and/or preserve the intended tax treatment of such compensation and benefits, or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 13(a) does not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action and no such amendment, policy, procedure or action shall reduce, or delay by more than six (6) months, the amounts due to you under this letter. (b) To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Letter or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code and Section 10(c) hereof to the extent provided in the event 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 of the Code. (c) To the extent that any payments or reimbursements provided to you under this Letter are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed to you reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amounts of any ambiguity such payments eligible for reimbursement in one year shall not affect the terms of this Agreementpayments or expenses that are eligible for payment or reimbursement in any other taxable year, and your right to such term(s) will payments or reimbursement shall not be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A, subject to liquidation or the payment of increased taxes, excise taxes or exchange for any other penalties under Code Section 409A. The parties intend all payments and benefits hereunder to be in compliance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]benefit.

Code Section 409A. It is The Agreement and all Awards granted hereunder are intended that all to comply with, or otherwise be exempt from, Code Section 409A. This Agreement and the Award shall be 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 payments satisfyCode 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 appropriate to comply with, or to effectuate an exemption from, Code Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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 accelerated taxation or tax penalties under Section 409A, such payments will not amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the Employee prior to six-month period immediately following the earliest of (i) the expiration of the six (6)-month period measured Participant’s separation from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon service shall instead be paid on the first business day after the date that is six months following the expiration Participant’s termination date (or death, if earlier), with interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of such applicable Code 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(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 409A. In the event of any ambiguity in the terms of Award under this Agreement, such term(s) will Agreement is determined to be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under subject to Code Section 409A, any payment triggered by a Change of Control or Fundamental Transaction will be made only if, in connection with the Change of Control or Fundamental Transaction, 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 increased taxesthis section, excise taxes 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 other penalties under (B) the occurrence of a permissible time or event that could trigger a payment without violating Code Section 409A. The parties intend all Any payments to be made under this Agreement upon a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits hereunder to provided under this Agreement comply with Section 409A and in no event shall the Company be in 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 Code Section 409A. Notice of PSU Award Chesapeake Energy CorporationID: 73-13957336100 ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ [Remainder Name][Address][Address] Plan: Chesapeake Energy Corporation Amended and Restated Long Term Incentive PlanID: [•] Effective ___________, 2014 (the “Grant Date”), you have been granted an Award of page intentionally blank; signature page follows]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 right to receive a cash payment for each PSU awarded in an 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, as determined by the Committee and as set forth below. This Award is further subject to the vesting requirements set forth below. Grant Date Value of Target Award: $[•] Target PSU Allocation: [•] Last Day of the Performance Period: 12/31/2016 Payment Date: Any payment earned pursuant to this Award shall be made as soon as practicable after the Committee certifies the Company’s performance respecting the performance goals on or following January 1, 2017, but in no case later than March 15, 2017.

Code Section 409A. It This Agreement is intended that all to comply with, or be exempt from, Code Section 409A and shall be interpreted consistent therewith and without resulting in any increase in the amounts owed hereunder by the Company. Notwithstanding any other provision of the payments satisfy, this Agreement to the greatest extent possiblecontrary, if Recipient is a "specified employee" within the exemptions from the application meaning 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)the regulations issued thereunder, and a payment or benefit provided for in this Agreement will would be construed subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after Recipient’s "separation from service" (within the greatest extent possible as consistent with those provisions. For purposes meaning of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)409A), the Employee’s right to receive any installment payments then such payment or benefit required under this Agreement shall not be paid (whether severance payments, reimbursements or otherwisecommence) 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 any provision to during the contrary in this Agreement, if the Employee is deemed by the Company at the time of six-month period immediately following Recipient’s separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i)except as provided in the immediately following sentence. In such an event, any payments or benefits that otherwise would have been made or provided during such six-month period and if any of the 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 which would have incurred such payments is required in order to avoid a prohibited distribution additional tax under Code Section 409A(a)(2)(B)(i) and 409A shall instead be paid to Recipient on the related adverse taxation under Section 409A, such payments will not be provided to the Employee prior to the earliest earlier of (i) the expiration first regular payroll date of the six (6)-month period measured seventh month following Recipient’s separation from the Termination Date, service or (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first 10th business day following Recipient’s death. If Recipient’s termination of employment hereunder does not constitute a "separation from service" within the expiration meaning of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A, or then any amounts payable hereunder on account of a termination of Recipient’s employment and which are subject to Code Section 409A shall not be paid until Recipient has experienced a "separation from service" within the payment meaning of increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend all payments and benefits hereunder Neither the Company nor any of its affiliates shall have any liability or obligation to be Recipient in compliance with the event that this Agreement does not comply with, or is not exempt from, Code Section 409A. [Remainder of page intentionally blank; signature page follows]409A.

Code Section 409A. It is intended that all this Agreement shall comply with the provisions of section 409A of the payments satisfyInternal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (“Code Section 409A”), or an exemption to Code Section 409A. Payments, rights and benefits may only be made, satisfied or provided under this Agreement upon an event and in a manner permitted by Code Section 409A, to the greatest extent applicable, so as not to subject the Executive to the payment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Executive being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree, to the extent possible, to amend this Agreement to maintain to the exemptions from maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or interest under 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 409A. All payments to be construed to the greatest extent possible as consistent with those provisions. For purposes made upon a termination of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments employment under this Agreement (whether severance payments, reimbursements or otherwise) will may only be treated made upon a “separation from service” 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. defined under Code Section 409A. Notwithstanding any provision of this Agreement to the contrary in this Agreementcontrary, if if, as of the Employee is deemed by date of the Company at the time of Executive's separation from service to be service, the Executive is a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in income defined under Code Section 409A, or then, except to the payment extent that this Agreement does not provide for a “deferral of increased taxes, excise taxes or other penalties under compensation” within the meaning of Code Section 409A. The parties intend all 409A of the Code, no payments shall be made and no benefits hereunder shall be provided to be in compliance with Code Section 409A. [Remainder the Executive during the period beginning on the date of page intentionally blank; signature page follows]the Executive's separation from service and ending on the last day of the sixth month after such date. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

Code Section 409A. It is intended (a) To extent that all the Executive would otherwise be entitled to any payment or benefit under this Agreement that constitutes deferred compensation within the meaning of Section 409A of the payments satisfyInternal Revenue Code of 1986, to the greatest extent possible, the exemptions from the application of Code as amended (“Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5409A”) and 1.409A-1(b)(9), that if paid during the six months beginning on the date of Executive’s termination of employment would be subject to additional taxes and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code penalties under Section 409A (including, without limitation, for purposes “409A Penalties”) because the Executive is a specified employee (within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii)409A), then, except to the Employeeextent specifically addressed under a separate plan or arrangement of the Company or of KCS, the payment will be paid to the Executive on the earliest of the six-month anniversary of the termination of employment, a change in ownership or effective control of the Company (within the meaning of Section 409A) or the Executive’s right death. In addition, any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to receive any installment payments the Executive only upon a “separation from service” as defined in Treas. Reg. 1.409A-1(h). To the extent applicable, each severance payment made under this Agreement (whether severance payments, reimbursements or otherwise) will shall be treated as a right deemed to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate payment, and distinct payment. Notwithstanding any provision to the contrary in amounts payable under this Agreement, if the Employee is Agreement shall be deemed by the Company at the time of separation from service not to be a “specified employeedeferral of compensation” for purposes of Code subject to Section 409A(a)(2)(B)(i), and if any of the payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then 409A to the extent delayed commencement provided in the exceptions in Treas. Reg. 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. 1.409A-1 through 1.409A-6. (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any portion of such payments in-kind benefit under this Agreement is required in order determined to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under be subject to Section 409A, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 amount of any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409Aexpenses eligible for reimbursement, or the payment provision of increased taxesany in-kind benefit, excise taxes in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other penalties under Code Section 409A. The parties intend all payments aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and benefits hereunder in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. 8. Attachment A to the Agreement is hereby deleted and replaced with the new Attachment A attached hereto. Except as otherwise expressly set forth in compliance this Addendum, including Attachment A, the Agreement shall remain unchanged and in full force and effect in accordance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]its terms.

Code Section 409A. It is intended that all of The following new paragraphs are hereby inserted into the payments satisfy, to Agreement immediately preceding 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 final full paragraph on page 2 as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. follows: "Notwithstanding any provision anything to the contrary in this Agreement, no Deferred Payments (as defined below) shall be payable until you have a "separation from service" within the meaning of section 409A of the Internal Revenue code of 1986, as amended (the “Code") and the final regulations and official guidance thereunder (together, "Section 409A”). Similarly, no severance payable to you, if any, pursuant to this Agreement that would otherwise be exempt from Section 409A pursuant to Treasury Regulation 1.409A-1(b)(9) shall be payable until you have a "separation from service" within the Employee is deemed by meaning of Section 409A. Further, if you are a "specified employee" within the Company meaning of Section 409A at the time of your separation from service (other than due to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(ideath), and the severance payments and benefits payable to you, if any of any, pursuant to the payments set forth herein and/or under Agreement, when considered together with any other agreement with the Company severance payments or separation benefits, are deemed to be “considered 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 compensation under Section 409A409A. (together, the "Deferred Payments"), such payments will not be provided to Deferred Payments that are otherwise payable within the Employee prior to the earliest of (i) the expiration of the first six (6)-month period measured 6) months following your separation from service will become payable on the Termination Date, first payroll date that occurs on or after the date six (ii6) months and one (1) day following the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxationyour separation from service. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodAll subsequent Deferred Payments, all Payments deferred pursuant to this Paragraph 21 if any, will be paid payable in a lump sum accordance with the payment schedule applicable to the Employee, and any remaining Payments due will be paid as otherwise provided herein each payment or in the applicable agreement. No interest will be due on any amounts so deferredbenefit. Notwithstanding any other provision anything herein to the contrary, if you die following your separation from service but prior to the six (6) month anniversary of your separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the event date of your death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 4094, and any ambiguity in the terms of this Agreement, such term(s) ambiguities herein will be interpreted to so comply. You and at all times administered the Company agree to work together in a manner that avoids good faith to consider amendments to the inclusion Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of compensation in any additional tax or income recognition prior to actual payment to you 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. [Remainder of page intentionally blank; signature page follows]409A."

Code Section 409A. It (a) This Agreement is intended that all to meet the requirements of Section 409A of the payments satisfyCode and the regulations and Treasury guidance promulgated thereunder (“Section 409A”) with respect to amounts subject thereto and will be interpreted and construed consistent with that intent. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, or to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and any provision in this Agreement will must be construed modified to comply with Section 409A, such provision shall be read in such a manner so that no payment due to Executive shall be subject to an “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. The Company shall not be liable for any determination made in good faith, that a payment of compensation is exempt from or compliant with Section 409A. (b) Notwithstanding anything in this Agreement to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A contrary: (includingi) if, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of separation from service termination of Executive’s employment hereunder, Executive is deemed to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments set forth herein and/or under any other agreement with Company within the Company are deemed to be “deferred compensation”meaning of Section 409A, then (x) only to the extent delayed commencement necessary to comply with the requirements 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, any payments to which Executive is entitled under this Agreement in connection with such payments will not be provided termination that are subject to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon (and not otherwise exempt from its application) will be withheld until the first business day of the seventh month following the expiration date of such applicable Code Section 409A(a)(2)(B)(itermination (the “Delayed Payment Date”), (y) periodon the Delayed Payment Date, all Payments deferred pursuant to this Paragraph 21 Executive will be paid in receive a lump sum payment in an amount equal to the Employeeaggregate amount of such payments that otherwise would have been made to Executive prior to the Delayed Payment Date and (z) following the Delayed Payment Date, Executive will receive the payments otherwise due to Executive in accordance with the payment terms and any remaining Payments due schedule set forth herein; (ii) with respect to a payment of “deferred compensation” (as defined in Section 409A) triggered by a termination of employment, a termination of employment will be paid deemed not to have occurred until such time as otherwise Executive incurs a “separation from service” with the Company in accordance with Section 409A; (iii) for purposes of Section 409A, each payment in a series of installment payments provided herein or in the applicable agreement. No interest under this Agreement will be treated as a separate payment; (iv) any reimbursement for tax due on any amounts so deferred. Notwithstanding any other provision herein to the contrary, in the event of any ambiguity in the terms of under this Agreement, such term(sas pursuant to a provision providing for a tax gross-up (including any reimbursement due under Section 11 of this Agreement), shall be made by the Company as required but in no event later than the end of the year in which the underlying tax payment was made; and (v) no expenses eligible for reimbursement, or in-kind benefits provided, to Executive under this Agreement during any calendar year will be interpreted and at all times administered affect the amounts eligible for reimbursement in a manner that avoids any other calendar year, to the inclusion extent subject to the requirements of compensation in income under Code Section 409A, and no such right to reimbursement or the payment of increased taxes, excise taxes in-kind benefits will be subject to liquidation or exchange for any other penalties under Code Section 409A. The parties intend all payments and benefits hereunder to be in compliance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]benefit.

Code Section 409A. It Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that all the payment of the payments satisfy, to the greatest extent possible, the exemptions benefits set forth herein shall either be exempt from the application requirements 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 of the greatest extent possible as consistent Code or shall comply with those provisions. For purposes the requirements of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct paymentsuch provision. Notwithstanding any provision in this Agreement or elsewhere to the contrary in this Agreementcontrary, if the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee” for purposes within the meaning of Section 409A of the Code, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and which 13 do not otherwise qualify under the exemptions under Treas. Regs. Section 409A(a)(2)(B)(i1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and if any of paid or provided on the 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, such payments will not be provided to the Employee prior to the earliest earlier of (i) the expiration of the date which is six (6)-month 6) months after Executive’s separation from service (as such term is defined in Treas. Regs. Section 1.409A-1(h), including the default presumptions thereunder) for any reason other than death (with the first such payment being a lump sum equal to the aggregate payments and/or benefits Executive would have received during such six-month period measured from the Termination Dateif no such payment delay had been imposed), and (ii) the date of the EmployeeExecutive’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any remaining Payments due will be paid as otherwise provided herein or in the applicable agreement. No interest will be due on any amounts so deferreddeath. Notwithstanding any other provision herein anything in this Agreement or elsewhere to the contrary, in distributions upon termination of Executive’s employment may only be made upon a “separation from service” as determined under Section 409A of the Code and such date shall be the Date of Termination for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any ambiguity payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the meaning of Section 409A of the Code. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. To the extent that any reimbursements pursuant to this Agreement or otherwise are taxable to Executive, any reimbursement payment due to Executive shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred; provided, that Executive has provided the Companies written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Companies’ expense reimbursement policies. Reimbursements pursuant to this Agreement or otherwise are not subject to liquidation or exchange for another benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year. Notwithstanding any of the foregoing to the contrary, the Companies and their respective officers, directors, employees or agents make no guarantee that the terms of this AgreementAgreement complies with, such term(s) will be interpreted and at all times administered in a manner that avoids or is exempt from, the inclusion provisions of compensation in income under Code Section 409A, and none of the foregoing shall have any liability for the failure of the terms of this Agreement to comply with, or be exempt from, the payment provisions of increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend all payments and benefits hereunder Executive shall have no legally binding right to be any distribution or payment made to Executive in compliance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]error.

Code Section 409A. It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided any amounts payable 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 and the greatest extent possible as consistent Company's and Executive's exercise of authority or discretion hereunder shall comply with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive to the payment of Treasury Regulation any interest or additional tax imposed under Code Section 1.409A-2(b)(2)(iii)), 409A. To the Employee’s right to receive extent any installment payments amount payable under this Agreement (whether severance paymentswould trigger the additional tax imposed by Code Section 409A, reimbursements or otherwise) will the Agreement shall be treated as a right modified to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct paymentavoid such additional tax. Notwithstanding any provision the foregoing, to the contrary extent required in this Agreementorder to avoid accelerated taxation and/or tax penalties under Code Section 409A and the rules and regulations thereunder (“Section 409A”), if the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of Code (as defined under Section 409A(a)(2)(B)(i), and if any 409A) as of the payments set forth herein and/or date of his “separation from service” (as defined under Section 409A) from the Company, then any other agreement with payment of benefits scheduled to be paid by the Company are deemed to be “Executive during the first six (6) month period following the date of a termination of employment hereunder that constitutes deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution compensation under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will 409A shall not be provided to paid until the Employee prior to the earliest earlier of (ia) the expiration of the six (6)-month 6) month period measured from the Termination Date, date of Executive’s “separation from service” and (iib) the date of Executive’s death. All payments and benefits that are delayed pursuant to the Employee’s death or (iii) such earlier date immediately preceding sentence shall be paid to Executive in a lump sum as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day soon as practicable following the expiration of such period (or if earlier, upon Executive’s death) but in no event later than thirty (30) days following such period. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Section 409A. Each payment, including each installment payment, made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A. As such, and to the extent applicable Code and permissible under Section 409A(a)(2)(B)(i) period409A, all Payments deferred pursuant to this Paragraph 21 will each such “separate payment” shall be paid made in a lump sum manner so as to satisfy Section 409A and Treasury Regulations promulgated thereunder, including the Employeeprovisions which exempt certain compensation from Section 409A, and any remaining Payments due will be paid as otherwise provided herein or in including but not limited to Treasury Regulations Section 1.409A-1(b)(4) regarding payments made within the applicable agreement2 ½ month period and Section 1.409A-1(b)(9)(iii) regarding payments made only upon an involuntary separation from service. No interest will be due on any amounts so deferred. In addition, the parties shall cooperate fully with one another to ensure compliance with Section 409A, including, without limitation, adopting amendments to arrangements subject to Section 409A and operating such arrangements in compliance with Section 409A. Notwithstanding any other provision herein of this Agreement to the contrary, in no event shall the event Company make any gross-up payment hereunder as a result of the imposition of any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income interest or additional taxes 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. [Remainder of page intentionally blank; signature page follows]409A.

Code Section 409A. It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5(a) and 1.409A-1(b)(9), and Anything in this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreementnotwithstanding, if the Employee is deemed by the Company at the time of the EMPLOYEE’S separation from service to be within the meaning of Section 409A of the IRC, TBOP’s stock is publicly traded on an established securities market or otherwise and TBOP determines that the EMPLOYEE is a “specified employee” for purposes within the meaning of Code Section 409A(a)(2)(B)(i), and if any ) of the payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”IRC, then to the extent delayed commencement any payment or benefit that the EMPLOYEE becomes entitled to under this Agreement on account of any portion the EMPLOYEE’s separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of such payments is required in order to avoid the IRC as a prohibited distribution under Code result of the application of Section 409A(a)(2)(B)(i) and of the related adverse taxation under Section 409AIRC, such payments will payment shall not be payable and such benefit shall not be provided to until the Employee prior to date that is the earliest earlier of (i) six months and one day after the expiration of the six (6)-month period measured EMPLOYEE’s separation from the Termination Dateservice, or (ii) the EMPLOYEE’s death. The first installment payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of separation from service occurs, from such date of separation from service until the Employee’s death or payment. To the extent that the foregoing applies to the provision of any ongoing medical benefits to the EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by the EMPLOYEE, the EMPLOYEE shall pay the full costs of premiums for such medical benefits during the six-month period and TBOP shall pay the EMPLOYEE an amount equal to the amount of such premiums paid by the EMPLOYEE during the six-month period within ten (iii10) days after the conclusion of such earlier date as permitted under Code period. (b) Solely for purposes of Section 409A without of the imposition IRC, each installment payment of adverse taxationseverance is considered a separate payment. (c) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by TBOP or incurred by the EMPLOYEE during the time periods set forth in this Agreement. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any remaining Payments due will All reimbursements shall be paid as otherwise soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided herein or reimbursable expenses incurred in one taxable year shall not affect the applicable agreement. No interest will in-kind benefits to be due on any amounts so deferred. Notwithstanding provided or the expenses eligible for reimbursement in any other provision herein taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (d) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the IRC, and to the contraryextent that such payment or benefit is payable upon the EMPLOYEE’s termination of employment, then such payments or benefits shall be payable only upon the EMPLOYEE’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the event of any ambiguity presumptions set forth in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]Treasury Regulation § 1.409A-l(h).

Code Section 409A. It This Agreement is intended to provide compensation and other remuneration that all is exempt from the requirements of Section 409A of the payments satisfyCode, and shall be interpreted and construed consistently with that intent. The Company and 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 to actual payment to the greatest extent possibleExecutive under Section 409A. Without limiting the foregoing, In the exemptions from event that (i) one or more payments of compensation or benefits (and any other severance payments or benefits which may be considered deferred compensation under Section 409A) received or to be received by the application Executive pursuant to Section 5.3(b) of Code this Agreement (“Separation Payment”) would constitute deferred compensation subject to Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4)of the Code and the regulations or other authority promulgated thereunder, 1.409A-1(b)(5) and 1.409A-1(b)(9as amended from time to time (“Section 409A”), and this Agreement will be construed to (ii) the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee Executive is deemed by the Company at the time of separation from service such termination of employment to be a “specified employee” for purposes of Code under Section 409A(a)(2)(B)(i), and if any of the 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, such payments will Separation Payment shall not be provided to made or commence until the Employee prior to the earliest earlier of (i) the expiration of the six (6)-month six-month period measured from the Termination Date, date of the Executive’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A) with the Company (the “delay period”) or (ii) the date such earlier time permitted under Section 409A of the Employee’s death Code; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive under Section 409A, including (without limitation) the additional 20% tax for which the Executive would otherwise be liable under Section 409A(a)(l)(B) or (iii) such earlier date as permitted under Code any state law equivalent of Section 409A without in the imposition absence of adverse taxationsuch deferral. Upon the first business day following the expiration of such the applicable Code Section 409A(a)(2)(B)(i) delay period, any Separation Payment that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 21 shall be paid to the Executive or the Executive’s beneficiary in one lump sum, including all Payments deferred pursuant to this Paragraph 21 accrued interest, and all remaining Separation Payments, if any, will be paid payable in a lump sum to the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A, or accordance with the payment of increased taxes, excise taxes schedule applicable to each payment or other penalties under Code Section 409A. The parties intend all payments and benefits hereunder to be in compliance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]benefit.

Code Section 409A. It is intended that all For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A of the payments satisfyCode and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the greatest extent possible, the exemptions from the application of Code Section 409A any payments provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance paymentsin connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, 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 any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of separation from service such termination of employment to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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, then such payments will payment shall not be provided to made or commence until the Employee prior to the earliest earlier of (i) the expiration of the six (6)-month 6-month period measured from Employee’s separation from service from the Termination Date, Company or (ii) the date of the Employee’s death or following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (iiiif any) will be payable in accordance with their original schedule. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such earlier date a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this Agreement may be classified as permitted under Code a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A without the imposition under another provision of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all 409A. Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the Employee, and extent any remaining Payments due will be paid as otherwise provided herein expense reimbursement 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 in-kind benefit under this Agreement is determined to be subject to Section 409A of the terms Code, the amount of this Agreement, any such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409Aexpenses eligible for reimbursement, or the payment provision of increased taxesany in-kind benefit, excise taxes in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other penalties under Code Section 409A. The parties intend all payments aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and benefits hereunder in no event shall any right to reimbursement or the provision of any in-kind benefit be in compliance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]subject to liquidation or exchange for another benefit.

Code Section 409A. It is This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that all of if this Agreement and the payments satisfyseverance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the greatest extent possibleapplicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the exemptions Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the application obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times would be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of payment upon a separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i)409A, and if any of the payments set forth herein and/or under any other agreement with the Company are deemed Executive is determined 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 "specified employee" under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, then any such payments will not payment or reimbursement, or portion thereof, shall be provided delayed until the date that is the earlier to the Employee prior to the earliest occur of (i) the expiration of the six (6)-month period measured from the Termination Date, Executive's death or (ii) the date that is six months and one day following the date of the Employee’s death or Termination of Executive's Employment (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation"Delay Period"). Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodthe Delay Period, all Payments deferred the payments delayed pursuant to this Paragraph 21 will Section 13 shall be paid to Executive in a lump sum to the Employeesum, and any remaining Payments payments due will under this Section 13 shall be paid as otherwise provided herein or payable in the applicable agreementaccordance with their original payment schedule. No interest will be due on any amounts so deferred. Notwithstanding any other provision herein to the contraryBy: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, in the event President and Chief Executive Officer ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer and Vice President of any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]Finance

Code Section 409A. It is intended that all Notwithstanding any other provision of the payments satisfy, this Agreement to the greatest extent possiblecontrary, 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 parties to this Agreement intend that this Agreement will satisfy the applicable requirements, if any, of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (collectively hereinafter referred to as “409A”) in a manner that will preclude the imposition of additional taxes and interest imposed under 409A. The parties agree that the Agreement will be construed amended (as determined by the Company in consultation with Executive) to the greatest extent possible necessary to comply with 409A, as consistent with those provisionsamended from time to time, and the notices and other guidance of general applicability issued thereunder. For purposes of Code Section 409A (includingNotwithstanding anything in this Agreement to the contrary, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive if any installment payments amounts that become due under this Agreement (whether severance paymentson account of Executive’s termination of employment constitute “nonqualified deferred compensation” within the meaning of 409A, reimbursements or otherwise) payment of such amounts will be treated not commence until Executive incurs a Separation from Service, as a right to receive a series of separate payments anddefined under 409A). If, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of separation from service to be Executive’s termination of employment under this Agreement, Executive is a “specified employee” (within the meaning of 409A), any amounts that constitute “nonqualified deferred compensation” within the meaning of 409A that become payable to Executive on account of Executive’s Separation from Service (including any amounts payable pursuant to the preceding sentence) will not be paid or commence earlier than the first day of the seventh month following the date of Executive’s termination of employment (the “409A Suspension Period”). Within fourteen (14) calendar days after the end of the 409A Suspension Period, Executive will be paid a lump sum equal to any payments delayed because of the preceding sentence. Thereafter, Executive will receive any remaining benefits as if there had not been an earlier delay. Each payment due under this Agreement is treated as a separate payment for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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)(iTreasury Regulations Sections 1.409A-1(b)(4)(F) and the related adverse taxation under Section 409A, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]1.409A-2(b)(2).

Code Section 409A. It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided any amounts payable 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 and the greatest extent possible as consistent Company's and Executive's exercise of authority or discretion hereunder shall comply with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive to the payment of Treasury Regulation any interest or additional tax imposed under Code Section 1.409A-2(b)(2)(iii)), 409A. To the Employee’s right to receive extent any installment payments amount payable under this Agreement (whether severance paymentswould trigger the additional tax imposed by Code Section 409A, reimbursements or otherwise) will the Agreement shall be treated as a right modified to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct paymentavoid such additional tax. Notwithstanding any provision the foregoing, to the contrary extent required in this Agreementorder to avoid accelerated taxation and/or tax penalties under Code Section 409A and the rules and regulations thereunder (“Section 409A”), if the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of Code (as defined under Section 409A(a)(2)(B)(i), and if any 409A) as of the payments set forth herein and/or date of his “separation from service” (as defined under Section 409A) from the Company, then any other agreement with payment of benefits scheduled to be paid by the Company are deemed to be “Executive during the first six (6) month period following the date of a termination of employment hereunder that constitutes deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution compensation under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will 409A shall not be provided to paid until the Employee prior to the earliest earlier of (ia) the expiration of the six (6)-month 6) month period measured from the Termination Date, date of Executive’s “separation from service” and (iib) the date of Executive’s death. All payments and benefits that are delayed pursuant to the Employee’s death or (iii) such earlier date immediately preceding sentence shall be paid to Executive in a lump sum as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day soon as practicable following the expiration of such period (or if earlier, upon Executive’s death) but in no event later than thirty (30) days following such period. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Section 409A. Each payment, including each installment payment, made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A. As such, and to the extent applicable Code and permissible under Section 409A(a)(2)(B)(i) period409A, all Payments deferred pursuant to this Paragraph 21 will each such “separate payment” shall be paid made in a lump sum manner so as to satisfy Section 409A and Treasury Regulations promulgated thereunder, including the Employeeprovisions which exempt certain compensation from Section 409A, and any remaining Payments due will be paid as otherwise provided herein or in including but not limited to Treasury Regulations Section 1.409A-1(b)(4) regarding payments made within the applicable agreement2 ½ month period and Section 1.409A-1(b)(9)(iii) regarding payments made only upon an involuntary separation from service. No interest will be due on any amounts so deferred. In addition, the parties shall cooperate fully with one another to ensure compliance with Section 409A, including, without limitation, adopting amendments to arrangements subject to Section 409A and operating such arrangements in compliance with Section 409A. Notwithstanding any other provision herein of this Agreement to the contrary, in no event shall the event Company make any gross-up payment hereunder as a result of the imposition of any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income interest or additional taxes 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. [Remainder of page intentionally left blank; signature page follows.]

Code Section 409A. It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5(A) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Code Section 409A (together, the Employee is deemed by the Company at the time of “Deferred Payments”) will be payable until Executive has a “separation from service service” within the meaning of Code Section 409A (“Section 409A”). Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A 1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (B) If Executive is a “specified employee” for purposes within the meaning of Code Section 409A(a)(2)(B)(i409A at the time of Executive’s separation from service (other than due to death), and if any of Deferred Payments that otherwise are payable within the 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, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the first six (6)-month period measured 6) months following Executive’s separation from service will become payable on the Termination Date, first payroll date that occurs on or after the date six (ii6) months and one (1) day following the date of the EmployeeExecutive’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxationseparation from service. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodAll subsequent Deferred Payments, all Payments deferred pursuant to this Paragraph 21 if any, will be paid payable in a lump sum accordance with the payment schedule applicable to the Employee, and any remaining Payments due will be paid as otherwise provided herein each payment or in the applicable agreement. No interest will be due on any amounts so deferredbenefit. Notwithstanding any other provision anything herein to the contrary, in the event of Executive’s death following Executive’s separation from service but prior to the six (6) month anniversary of Executive’s separation from service (or any ambiguity later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the terms date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (C) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) will not constitute Deferred Payments for purposes of clause (i) above. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. For purposes of this Agreement, such term(s) will be interpreted and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]“

Code Section 409A. It is This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that all if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of the payments satisfy, Agreement to the greatest extent possiblecontrary, the exemptions Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the application obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A 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 would be construed to the greatest extent possible as consistent with those provisions. For considered a payment upon a separation from service for purposes of Code Section 409A (including409A, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee Executive is deemed by the Company at the time of separation from service determined to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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, then any such payments will not payment or reimbursement, or portion thereof, shall be provided delayed until the date that is the earlier to the Employee prior to the earliest occur of (i) the expiration of the six (6)-month period measured from the Termination Date, Executive’s death or (ii) the date that is six months and one day following the date of the EmployeeTermination of Executive’s death or Employment (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation“Delay Period”). Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodthe Delay Period, all Payments deferred the payments delayed pursuant to this Paragraph 21 will Section 13 shall be paid to Executive in a lump sum to the Employeesum, and any remaining Payments payments due will under this Section 13 shall be paid as otherwise provided herein or payable in the applicable agreementaccordance with their original payment schedule. 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 and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]By: /s/ C. ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇

Code Section 409A. It is Payments made pursuant to this Agreement are intended that all of to be exempt from or otherwise comply with the payments satisfy, to the greatest extent possible, the exemptions from the application provisions of Code Section 409A provided to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9Regulation §1.409A-1(h), and if the Employee is a “specified employee” under Code Section 409A at the time of the Employee’s separation from service, amounts that would otherwise be payable pursuant to this Agreement will during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be construed to paid on the greatest extent possible as consistent with those provisionsfirst business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A 409A, to the extent applicable: (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment a) all payments under this Agreement (whether severance payments, reimbursements or otherwise) will provided hereunder shall be treated as a right to receive a series of separate payments and, accordingly, and each installment payment hereunder will at all times separately identified amount to which the Employee is entitled under this Agreement shall be considered treated as a separate and distinct payment. Notwithstanding any provision to ; (b) except as otherwise provided in Section 13(a) of the contrary in Program or Section 5 of this Agreement, if upon the Employee is deemed by the Company at the time lapse of separation from service Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i)settled as soon as administratively possible after, and if any effective as of, the date of the payments set forth herein and/or under any other agreement with Change in Control or the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided to the Employee prior to the earliest of (i) the expiration date of the six Employee’s Termination (6)-month period measured from the Termination Date, as applicable); (iic) the date of the Employee’s death Disability shall be determined by the Company in its sole discretion; and (d) notwithstanding any provision of the Program or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 Agreement to the contrary, in it will not be a violation of the event of any ambiguity in the terms of Program or this Agreement, such term(s) and the Employee will have no right to damages, if the Units are settled during any period permitted by Code Section 409A. Although this Agreement and the payments provided hereunder are intended to be interpreted and at all times administered in a manner that avoids exempt from or otherwise comply with the inclusion requirements of compensation in income under Code Section 409A, the Company does not represent or warrant that this Agreement or the payment of increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend all payments and benefits provided hereunder to be in compliance will comply with Code Section 409A. [Remainder 409A or any other provision of page intentionally blank; signature page follows]federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. (a) It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments amounts payable under this Agreement and Company’s and Executive’s exercise of authority or discretion hereunder shall comply with Section 409A of the Code (whether severance paymentsincluding the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject Executive to payment of any additional tax, reimbursements penalty or otherwiseinterest imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed by Code Section 409A, the Agreement shall be modified to avoid such additional tax, penalty or interest yet preserve (to the nearest extent reasonably possible) will be treated as a right the intended benefit payable to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Executive. (b) Notwithstanding any provision of this Agreement to the contrary in this Agreementcontrary, if the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of as defined in Code Section 409A(a)(2)(B)(i), and if any of the 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, such payments will Executive shall not be provided entitled to any payments upon a termination of Executive’s employment until the Employee prior to the earliest earlier of (i) the expiration of the date which is six (6)-month period measured 6) months after Executive’s “separation from service” (as such term is defined in Code Section 409A and regulations promulgated thereunder) with the Termination DateCompany for any reason other than death, or (ii) the date of the EmployeeExecutive’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition death. Furthermore, with regard to any benefit to be provided upon a termination of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodemployment, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in income under extent required by Code Section 409A, or Executive shall pay the payment premium for such benefit during the aforesaid period and be reimbursed by the Corporation therefor promptly after the end of increased taxessuch period. Any amounts otherwise payable to Executive following a termination of Executive’s employment that are not so paid by reason of this Section 24(b) shall be paid as soon as practicable after the date that is six (6) months after the termination of Executive’s employment (or, excise taxes or other penalties under Code if earlier, the date of Executive’s death). The provisions of this Section 409A. The parties intend all payments 24(b) shall only apply if, and benefits hereunder to be in compliance the extent, required to comply with Code Section 409A. [Remainder of page intentionally blank; signature page follows]409A.

Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the following provisions shall apply to all benefits and payments provided under this Agreement by Bank to Employee: (a) The payment (or commencement of a series of payments) hereunder of any non-qualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as Employee has also undergone a Separation from Service, at which time such non-qualified deferred compensation (calculated as of the date of Employee’s termination of employment hereunder) shall be paid (or commence to be paid) to Employee as set forth in this Agreement as if Employee had undergone such termination of employment (under the same circumstances) on the date of Employee’s ultimate Separation from Service. (b) If Employee is a specified employee (as determined by Bank in accordance with Section 409A of the Code and Treasury Regulations § 1.409A-3(i)(2)) as of Employee’s Separation from Service with Bank, and if any payment, benefit, or entitlement provided for in this Agreement or otherwise both (i) constitutes non-qualified deferred compensation (within the meaning of Section 409A of the Code) and (ii) cannot be paid or provided in a manner otherwise provided herein without subjecting Employee to additional tax or interest (or both) under Section 409A of the Code, then any such payment, benefit, or entitlement that is payable during the first six months following the Separation from Service shall be paid or provided to Employee in a lump sum cash payment to be made on the earlier of (x) Employee’s death and (y) the first business day of the seventh month immediately following Employee’s Separation from Service. (c) Any payment or benefit paid or provided under this Agreement due to a Separation from Service that is exempt from Section 409A of the Code pursuant to Treasury Regulations § 1.409A-1(b)(9)(v) will be paid or provided to Employee only to the extent that expenses are not incurred or the benefits are not provided beyond the last day of Employee’s second taxable year following Employee’s taxable year in which the Separation from Service occurs, provided that Bank reimburses such expenses no later than the last day of the third taxable year following Employee’s taxable year in which Employee’s Separation from Service occurs. (d) It is intended the Parties’ intent that all the payments, benefits, and entitlements to which Employee could become entitled in connection with Employee’s employment under this Agreement be exempt from or comply with Section 409A of the payments satisfyCode and the regulations and other guidance promulgated thereunder, to the greatest extent possibleand, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4)accordingly, 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed interpreted to the greatest extent possible as be consistent with those provisionssuch intent. For purposes of Code the limitations on non-qualified deferred compensation under Section 409A (includingof the Code, without limitation, for purposes each payment of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments compensation under this Agreement (whether severance payments, reimbursements or otherwise) will shall be treated as a right to receive a series separate payment of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of separation from service to be a “specified employee” compensation for purposes of Code applying the exclusion under Section 409A(a)(2)(B)(i), and if any 409A of the payments set forth herein and/or under Code for short-term deferral amounts, the separation pay exception, or any other agreement with exception or exclusion under Section 409A of the Company Code. (e) While the payments and benefits provided for hereunder are deemed intended to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered structured in a manner that avoids to avoid the inclusion implication of compensation any penalty taxes under Section 409A of the Code, in income under Code Section 409Ano event whatsoever shall Bank or its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee as a result of Section 409A of the payment Code or any damages for failing to comply with Section 409A of increased taxes, excise taxes the Code (other than for withholding obligations or other penalties obligations applicable to employers, if any, under Code Section 409A. The parties intend all 409A of the Code). (f) No deferred compensation payments and benefits hereunder provided for under this Agreement shall be accelerated to be in compliance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]Employee.

Code Section 409A. It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5(a) and 1.409A-1(b)(9), and Anything in this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreementnotwithstanding, if the Employee is deemed by the Company at the time of the EMPLOYEE’S separation from service to be within the meaning of Section 409A of the IRC, TBOP’s stock is publicly traded on an established securities market or otherwise and TBOP determines that the EMPLOYEE is a “specified employee” for purposes within the meaning of Code Section 409A(a)(2)(B)(i), and if any ) of the payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”IRC, then to the extent delayed commencement any payment or benefit that the EMPLOYEE becomes entitled to under this Agreement on account of any portion the EMPLOYEE’S separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of such payments is required in order to avoid the IRC as a prohibited distribution under Code result of the application of Section 409A(a)(2)(B)(i) and of the related adverse taxation under Section 409AIRC, such payments will payment shall not be payable and such benefit shall not be provided to until the Employee prior to date that is the earliest earlier of (i) six months and one day after the expiration of the six (6)-month period measured EMPLOYEE’S separation from the Termination Dateservice, or (ii) the EMPLOYEE’S death. The first installment payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of separation from service occurs, from such date of separation from service until the Employee’s death or payment. To the extent that the foregoing applies to the provision of any ongoing medical benefits to the EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by the EMPLOYEE, the EMPLOYEE shall pay the full costs of premiums for such medical benefits during the six-month period and TBOP shall pay the EMPLOYEE an amount equal to the amount of such premiums paid by the EMPLOYEE during the six-month period within ten (iii10) days after the conclusion of such earlier date as permitted under Code period. (b) Solely for purposes of Section 409A without of the imposition IRC, each installment payment of adverse taxationseverance is considered a separate payment. (c) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by TBOP or incurred by the EMPLOYEE during the time periods set forth in this Agreement. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any remaining Payments due will All reimbursements shall be paid as otherwise soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided herein or reimbursable expenses incurred in one taxable year shall not affect the applicable agreement. No interest will in-kind benefits to be due on any amounts so deferred. Notwithstanding provided or the expenses eligible for reimbursement in any other provision herein taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (d) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the IRC, and to the contraryextent that such payment or benefit is payable upon the EMPLOYEE’S termination of employment, then such payments or benefits shall be payable only upon the EMPLOYEE’S “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the event of any ambiguity presumptions set forth in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]Treasury Regulation § 1.409A-l(h).

Code Section 409A. It is intended (a) Executive acknowledges and agrees that all of the payments satisfy, to Company does not guarantee the greatest extent possible, the exemptions from the application of Code Section 409A provided tax treatment or tax consequences associated with any payment or benefit arising under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if including but not limited to consequences related to Code Section 409A. (b) In the Employee is deemed event that any payments or benefits set forth in this Agreement constitute “non-qualified deferred compensation” subject to Code Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payments or benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to the Company at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Code Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 11(b) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments or benefits under Section 4 if, on the date of termination of Executive’s employment, Executive is deemed to be a “specified employee” of the Company (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Code Section 409A, any payments or benefits to which Executive may become entitled under Section 4 which are subject to Code Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments or benefits otherwise due to Executive under the terms of Section 4. (c) It is intended that each installment of the payments and benefits provided under Section 4 of this Agreement shall be treated as a separate “payment” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments set forth herein and/or under any other agreement with 409A. Neither the Company are deemed nor Executive shall have the right to be “deferred compensation”, then accelerate or defer the delivery of any such payments or benefits except to the extent delayed commencement of any portion of such payments is specifically permitted or required in order to avoid a prohibited distribution under by Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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. 409A. Notwithstanding any other provision herein of this Agreement to the contrary, in the event of any ambiguity in the terms of this Agreement, such term(s) will Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A, or the payment of liability for increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend all payments and benefits hereunder this Agreement to be in compliance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]409A.

Code Section 409A. It is intended that all The intent of the parties is that payments satisfy, to the greatest extent possible, the exemptions and benefits under this Agreement comply with or be exempt from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4)(“Section 409A”) of the Internal Revenue Code of 1986, 1.409A-1(b)(5) and 1.409A-1(b)(9as amended (the “Code”), and this Agreement will shall be construed interpreted and administered accordingly. Notwithstanding anything contained herein to the greatest extent possible as consistent contrary, the Executive shall not be considered to have terminated employment with those provisions. For the Employer for purposes of Code this Agreement, unless the Executive would be considered to have incurred a “separation from service” from the Employer within the meaning of Section 409A (including, without limitation, a “Separation from Service”). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii))409A, the Employee’s right to receive and any installment payments under described in Section 5 of this Agreement (whether severance payments, reimbursements or otherwise) will that are due within the “short-term deferral period” as defined in Section 409A shall not 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 paymentdeferred compensation unless applicable law requires otherwise. Notwithstanding any provision of this Agreement to the contrary in this Agreementcontrary, if the Employee is deemed by the Company if, at the time of separation the Executive’s Separation from service Service, the stock of the Employer (or any successor entity) is treated as “publicly traded” under Section 409A(a)(2)(B)(1) of the Code and the Executive is deemed to be a “specified employee” for purposes within the meaning of Code said section, all payments which are subject to Section 409A(a)(2)(B)(i), 409A as deferred compensation and if any of the payments set forth herein and/or under any other agreement with the Company are deemed which would otherwise be required to be “deferred compensation”, then to made upon such Separation from Service shall be made on the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided to the Employee prior to the earliest earlier of (i) the expiration first day of the first month commencing at least six (6)-month period measured 6) months following the Executive’s Separation from the Termination Date, Service or (ii) the date of the EmployeeExecutive’s death death. To the extent required to avoid an accelerated or (iii) such earlier date as permitted additional tax under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the payment last day of increased taxes, excise taxes the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement during any one year may not effect amounts reimbursable or other penalties under Code Section 409A. The parties intend all payments and benefits hereunder to be provided in compliance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]any subsequent year.

Code Section 409A. It is This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that all of if this Agreement and the payments satisfyseverance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the greatest extent possibleapplicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the exemptions Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇ law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the application obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times would be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of payment upon a separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i)409A, and if any of the payments set forth herein and/or under any other agreement with the Company are deemed Executive is determined 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 "specified employee" under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, then any such payments will not payment or reimbursement, or portion thereof, shall be provided delayed until the date that is the earlier to the Employee prior to the earliest occur of (i) the expiration of the six (6)-month period measured from the Termination Date, Executive's death or (ii) the date that is six months and one day following the date of the Employee’s death or Termination of Executive's Employment (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation"Delay Period"). Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodthe Delay Period, all Payments deferred the payments delayed pursuant to this Paragraph 21 will Section 14 shall be paid to Executive in a lump sum to the Employeesum, and any remaining Payments payments due will under this Section 14 shall be paid as otherwise provided herein or payable 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 and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A, or the accordance with their original 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. [Remainder of page intentionally blank; signature page follows]schedule.

Code Section 409A. (a) It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments amounts payable under this Agreement and Company’s and Executive’s exercise of authority or discretion hereunder shall comply with Section 409A of the Code (whether severance paymentsincluding the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject Executive to payment of any additional tax, reimbursements penalty or otherwiseinterest imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed by Code Section 409A, the Agreement shall be modified to avoid such additional tax, penalty or interest yet preserve (to the nearest extent reasonably possible) will be treated as a right the intended benefit payable to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Executive. (b) Notwithstanding any provision of this Agreement to the contrary in this Agreementcontrary, if the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of as defined in Code Section 409A(a)(2)(B)(i), and if any of the 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, such payments will Executive shall not be provided entitled to any payments upon a termination of Executive’s employment until the Employee prior to the earliest earlier of (i) the expiration of the date which is six (6)-month period measured 6) months after Executive’s “separation from service” (as such term is defined in Code Section 409A and regulations promulgated thereunder) with the Termination DateCompany for any reason other than death, or (ii) the date of the EmployeeExecutive’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition death. Furthermore, with regard to any benefit to be provided upon a termination of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodemployment, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in income under extent required by Code Section 409A, or Executive shall pay the payment premium for such benefit during the aforesaid period and be reimbursed by the Corporation therefore promptly after the end of increased taxessuch period. Any amounts otherwise payable to Executive following a termination of Executive’s employment that are not so paid by reason of this Section 24(b) shall be paid as soon as practicable after the date that is six (6) months after the termination of Executive’s employment (or, excise taxes or other penalties under Code if earlier, the date of Executive’s death). The provisions of this Section 409A. The parties intend all payments 24(b) shall only apply if, and benefits hereunder to be in compliance the extent, required to comply with Code Section 409A. [Remainder of page intentionally blank; signature page follows]409A.

Code Section 409A. It The severance pay and severance benefits provided under this Agreement are intended to be exempt from Internal Revenue Code Section 409A (“Code Section 409A”) and any ambiguous provision will be construed in a manner that is intended that all of the payments satisfy, to the greatest extent possible, the exemptions compliant with or exempt from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4)409A. In particular, 1.409A-1(b)(5) the severance pay and 1.409A-1(b)(9), and this Agreement will be construed benefits are intended to constitute a short-term deferral within the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii)1.409A-1(b)(4), a payment or benefit described in paragraphs (b)(9)(iv) and (v) of Treasury Regulation Section 1.409A-1, and/or severance pay due to involuntary separation from service under Treasury Regulation Section 1.409A-1(b)(9)(iii). If a provision of the Employee’s right Agreement would result in the imposition of an applicable tax under Code Section 409A, the parties agree that such provision shall be reformed to receive any installment payments the extent permissible under this Agreement (whether severance paymentsCode Section 409A to avoid imposition of the applicable tax, reimbursements or otherwise) will be treated as with such reformation effected in a right manner that has the most favorable tax result to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct paymentthe Executive. Notwithstanding any provision in this Agreement to the contrary in this Agreementcontrary, if (a) the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee,” for purposes of as such term is defined in Code Section 409A(a)(2)(B)(i), 409A and if the regulations thereunder and (b) any of the payments set forth herein and/or payment due under any other agreement with the Company are deemed this Agreement is subject to Code Section 409A and is required 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 409A because the related adverse taxation under Section 409AExecutive is a specified employee, such payments will not that payment shall be provided to payable on the Employee prior to the earliest earlier of (i) the expiration of first business day that is six months after the six (6)-month period measured Executive’s Separation from the Termination DateService, (ii) the date of the EmployeeExecutive’s death death, or (iii) such earlier the date as permitted under that otherwise complies with the requirements of Code Section 409A without 409A. This paragraph shall be applied by accumulating all payments that otherwise would have been paid within six months of the imposition of adverse taxation. Upon Executive’s Separation from Service and paying such accumulated amounts on the first earliest business day which complies with the requirements of Code Section 409A. For purposes of determining the identity of specified employees, the Company may establish procedures as it deems appropriate in accordance with Code Section 409A. For purposes of Code Section 409A, each payment amount or benefit due under this Agreement will be considered a separate payment and the Executive’s entitlement to a series of payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments. With respect to any reimbursements that are nonqualified deferred compensation subject to Code Section 409A, (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement must be made on or before the last day of the calendar year following the expiration of such applicable Code Section 409A(a)(2)(B)(icalendar year in which the expense was incurred and (iii) period, all Payments deferred pursuant the right to this Paragraph 21 will reimbursement shall not be paid in a lump sum subject to the Employee, and any remaining Payments due will be paid as otherwise provided herein liquidation or in the applicable agreement. No interest will be due on any amounts so deferred. Notwithstanding exchange for any other provision herein to the contrary, in the event of any ambiguity in the terms benefit. For purposes of this Agreement, such term(s) will be interpreted and at all times administered in a manner that avoids “Separation from Service” means separation from service (within the inclusion meaning of compensation in income under Code Section 409A409A and the regulations and other guidance promulgated thereunder) with the group of employers that includes the Company and each of its “409A Affiliates.” For this purpose, “409A Affiliate” means any incorporated or the payment of increased taxes, excise taxes unincorporated trade or business or other penalties entity or person, other than the Company, that along with the Company is considered a single employer under Internal Revenue Code Section 409A. The parties intend all payments and benefits hereunder to be in compliance with 414(b) or Internal Revenue Code Section 409A. [Remainder 414(c), but (i) in applying Internal Revenue Code Section 1563(a)(1), (2), and (3) for the purposes of page intentionally blank; signature page follows]determining a controlled group of corporations under Internal Revenue Code Section 414(b), the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Internal Revenue Code Section 1563(a)(1), (2), and (3), and (ii) in applying Treasury Regulation Section 1.414(c)-2 for the purposes of determining trades or businesses (whether or not incorporated) that are under common control for the purposes of Internal Revenue Code Section 414(c), the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Treasury Regulation Section 1.414(c)-2.

Code Section 409A. (a) It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments amounts payable under this Agreement and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with Section 409A of the Code (whether severance paymentsincluding the Treasury regulations and other published guidance 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. To the extent that any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, reimbursements or otherwisethe Agreement shall be modified to avoid such additional tax yet preserve (to the nearest extent reasonably possible) will be treated as a right the intended benefit payable to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. the Executive. (b) Notwithstanding any provision of this Agreement to the contrary in this Agreementcontrary, if the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of as defined in Code Section 409A(a)(2)(B)(i), and if any of the 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, such payments will the Executive shall not be provided entitled to any payments upon a termination of his employment until the Employee prior to the earliest earlier of (i) the expiration of the date which is six (6)-month period measured from the Termination Date6) months after his termination of employment for any reason other than death, or (ii) the date of the EmployeeExecutive’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition death. Furthermore, with regard to any benefit to be provided upon a termination of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodemployment, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in income under extent required by Code Section 409A, or the payment Executive shall pay the premium for such benefit during the aforesaid period and be reimbursed by the Corporation therefor promptly after the end of increased taxessuch period. Any amounts otherwise payable to the Executive following a termination of his employment that are not so paid by reason of this Section 23(b) shall be paid as soon as practicable after the date that is six (6) months after the termination of the Executive’s employment (or, excise taxes or other penalties under Code if earlier, the date of the Executive’s death). The provisions of this Section 409A. The parties intend all payments 23(b) shall only apply if, and benefits hereunder to be in compliance the extent, required to comply with Code Section 409A. [Remainder of page intentionally blank; signature page follows]409A.

Code Section 409A. (a) If any of the benefits set forth in this Agreement are “deferred compensation” within the meaning of Section 409A, any termination of employment triggering payment of such benefits must constitute a “separation from service” under Section 409A before a distribution of such benefits can commence. It is intended that all each installment of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and benefits provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will shall 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 any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), 409A and the guidance issued thereunder. Neither Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (b) If any amount is to be paid to Executive pursuant to this Agreement as a result of Executive’s termination of employment and if any Executive is a “Specified Employee” (as defined under Section 409A) as of the date of Executive’s termination of employment hereunder, then, (i) each installment of the payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein and/or therein, will in all circumstances, regardless of when the separation from service occurs, be paid within the period of time permitted under Treasury Regulation Section 1.409A-1(b)(4) shall be treated as a short-term deferral within the meaning of such Section to the maximum extent possible and shall be paid at the time set forth herein; and (ii) each installment of the payments and benefits due this Agreement that is not described in Section 11(b)(i) above and that would, absent this subsection, be paid within the six-month period following Executive’s “separation from service” from Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, Executive’s death), with any other agreement such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the Company are dates and terms set forth in this Agreement; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that such installment is deemed to be “deferred compensation”, then to the extent delayed commencement paid under a separation pay plan that does not provide for a deferral of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided to the Employee prior to the earliest of (i) the expiration compensation by reason of the six application of Treasury Regulation 1.409A-l(b)(9)(iii) (6)-month period measured relating to separation pay upon an involuntary separation from service). Any installments that qualify for the Termination Date, (iiexception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the date last day of Executive’s second taxable year following his taxable year in which the Employee’s death or separation from service occurs. (iii) such earlier date as permitted under Code Any deferred compensation payments delayed in accordance with the terms of Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i11(b)(ii) period, all Payments deferred pursuant to this Paragraph 21 will shall be paid in a lump sum to when paid and shall be adjusted for earnings in accordance with the Employeeapplicable short term rate under Section 1274(d) of the Code. (iv) The determination of whether and when Executive’s separation from service from Company has occurred shall be made and in a manner consistent with, and any remaining Payments due will based on the presumptions set forth in, Treasury Regulation Section 1.409A-l(h). Solely for purposes of this Section 11(b)(iv)., “Company” shall include all persons with whom Company would be paid as otherwise provided herein or in considered a single employer under Section 414(b) and 414(c) of the applicable agreement. No interest will be due on any amounts so deferred. Code. (c) Notwithstanding any other provision herein of this Agreement to the contrary, in the event of any ambiguity in the terms of this Agreement, such term(s) will Agreement shall be interpreted and at all times administered in a manner that 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. For purposes of clarification, this section shall not require any forfeiture of benefits on the part of Executive. (d) The parties intend all payments and benefits hereunder this Agreement to be in compliance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]Executive acknowledges and agrees that Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

Code Section 409A. It is intended that all For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A of the payments satisfyCode and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the greatest extent possible, the exemptions from the application of Code Section 409A any payments provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance paymentsin connection with Executive’s termination of employment constitute deferred compensation subject to Section 409A, 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 any provision to the contrary in this Agreement, if the Employee Executive is deemed by the Company at the time of separation from service such termination of employment to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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, then such payments will payment shall not be provided to made or commence until the Employee prior to the earliest earlier of (ia) the expiration of the six (6)-month 6-month period measured from Executive’s separation from service from the Termination Date, LAC Group or (iib) the date of the EmployeeExecutive’s death or following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (iiiif any) will be payable in accordance with their original schedule. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such earlier date a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this Agreement may be classified as permitted under Code a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A without the imposition under another provision of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all 409A. Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the Employee, and extent any remaining Payments due will be paid as otherwise provided herein expense reimbursement 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 in-kind benefit under this Agreement is determined to be subject to Section 409A of the terms Code, the amount of this Agreement, any such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409Aexpenses eligible for reimbursement, or the payment provision of increased taxesany in-kind benefit, excise taxes in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other penalties under Code Section 409A. The parties intend all payments aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and benefits hereunder in no event shall any right to reimbursement or the provision of any in-kind benefit be in compliance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]subject to liquidation or exchange for another benefit.

Code Section 409A. It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided A. Payments under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement that will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, constitute non-exempt “deferred compensation” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments 409A that otherwise would be payable or distributable under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series by reason of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of Executive’s separation from service to be during a period in which he is a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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 (as defined under Section 409A), such payments will not be provided then, subject to any permissible acceleration of payment by the Employee prior to the earliest of (i) the expiration Employer under Treasury Regulations Sections 1.409A-3(j)(4), commencement of the six amount of such non-exempt deferred compensation that otherwise would be payable during the six-month period immediately following Executive’s separation from service will be delayed until the first of Employer’s regularly scheduled pay dates in the seventh month following Executive’s separation from service, and the normal payment schedule for any remaining payments or will start at that date. B. Any payment or benefit required to be paid hereunder on account of Executive’s termination of employment, service (6)-month period measured or any other similar term) will be made only in connection with Executive’s “separation from service,” within the Termination Date, (ii) meaning of Section 409A. C. To the date of the Employee’s death or (iii) such earlier date as extent permitted under by Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee409A, and notwithstanding any 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 of this Agreement to the contrary, the Employer, in its sole discretion, may elect to accelerate the event time or form of any ambiguity payment of a benefit owed to Executive in accordance with the terms and subject to the conditions of this Agreement, such term(s) will Treasury Regulations Section 1.409A-3(j)(4). D. Employer may take any action considered to be interpreted and at all times administered corrective in a manner that avoids the inclusion of compensation in income under nature concerning compliance with Code Section 409A, as described in Internal Revenue Service Notice 2010-6. E. Employer will not be subject to any claim, liability, or expense, and will not have any obligation to indemnify or otherwise protect Executive, from the payment of increased taxes, excise obligation to pay any taxes or other penalties imposed on Executive under Code Section 409A. The parties intend all payments and benefits hereunder to be in compliance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]409A.

Code Section 409A. It is intended that all For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A of the payments satisfyCode and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the greatest extent possible, the exemptions from the application of Code Section 409A any payments provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance paymentsin connection with Executive’s termination of employment constitute deferred compensation subject to Section 409A, 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 any provision to the contrary in this Agreement, if the Employee Executive is deemed by the Company at the time of separation from service such termination of employment to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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, then such payments will payment shall not be provided to made or commence until the Employee prior to the earliest earlier of (i) the expiration of the six (6)-month 6-month period measured from Executive’s separation from service from the Termination Date, LAC Group or (ii) the date of the EmployeeExecutive’s death or following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (iiiif any) will be payable in accordance with their original schedule. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such earlier date a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this Agreement may be classified as permitted under Code a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A without the imposition under another provision of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all 409A. Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum Section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the Employee, and extent any remaining Payments due will be paid as otherwise provided herein expense reimbursement 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 in-kind benefit under this Agreement is determined to be subject to Section 409A of the terms Code, the amount of this Agreement, any such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409Aexpenses eligible for reimbursement, or the payment provision of increased taxesany in-kind benefit, excise taxes in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other penalties under Code Section 409A. The parties intend all payments aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and benefits hereunder in no event shall any right to reimbursement or the provision of any in-kind benefit be in compliance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]subject to liquidation or exchange for another benefit.

Code Section 409A. It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided any amounts payable 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 and the greatest extent possible as consistent Company’s and Executive’s exercise of authority or discretion hereunder shall comply with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive to the payment of Treasury Regulation any interest or additional tax imposed under Code Section 1.409A-2(b)(2)(iii)), 409A. To the Employee’s right to receive extent any installment payments amount payable under this Agreement (whether severance paymentswould trigger the additional tax imposed by Code Section 409A, reimbursements or otherwise) will the Agreement shall be treated as a right modified to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct paymentavoid such additional tax. Notwithstanding any provision the foregoing, to the contrary extent required in this Agreementorder to avoid accelerated taxation and/or tax penalties under Code Section 409A and the rules and regulations thereunder (“Section 409A”), if the Employee Executive is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of Code (as defined under Section 409A(a)(2)(B)(i), and if any 409A) as of the payments set forth herein and/or date of his “separation from service” (as defined under Section 409A) from the Company, then any other agreement with payment of benefits scheduled to be paid by the Company are deemed to be “Executive during the first six (6) month period following the date of a termination of employment hereunder that constitutes deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution compensation under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will 409A shall not be provided to paid until the Employee prior to the earliest earlier of (ia) the expiration of the six (6)-month 6) month period measured from the Termination Date, date of Executive’s “separation from service” and (iib) the date of Executive’s death. All payments and benefits that are delayed pursuant to the Employee’s death or (iii) such earlier date immediately preceding sentence shall be paid to Executive in a lump sum as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day soon as practicable following the expiration of such applicable Code period (or if earlier, upon Executive’s death) but in no event later than thirty (30) days following such period. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A(a)(2)(B)(i) period409A, all Payments deferred pursuant to no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Section 409A. Each payment, including each installment payment, made under this Paragraph 21 will Agreement shall be paid in designated as a lump sum “separate payment” within the meaning of Section 409A. As such, and to the Employeeextent applicable and permissible under Section 409A, and any remaining Payments due will each such “separate payment” shall 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 and at all times administered made in a manner that avoids so as to satisfy Section 409A and Treasury Regulations promulgated thereunder, including the inclusion of provisions which exempt certain compensation in income under Code from Section 409A, or including but not limited to Treasury Regulations Section l.409A-l(b)(4) regarding payments made within the payment of increased taxesapplicable 2 ½ month period and Section l.409A-l(b)(9)(iii) regarding payments made only upon an involuntary separation from service. In addition, excise taxes or other penalties under Code the parties shall cooperate fully with one another to ensure compliance with Section 409A. The parties intend all payments 409A, including, without limitation, adopting amendments to arrangements subject to Section 409A and benefits hereunder to be operating such arrangements in compliance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]409A.

Code Section 409A. It is intended (a) To extent that all the Executive would otherwise be entitled to any payment or benefit under this Agreement that constitutes deferred compensation within the meaning of Section 409A of the payments satisfyInternal Revenue Code of 1986, to the greatest extent possible, the exemptions from the application of Code as amended (“Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5409A”) and 1.409A-1(b)(9), that if paid during the six months beginning on the date of Executive’s termination of employment would be subject to additional taxes and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code penalties under Section 409A (including, without limitation, for purposes “409A Penalties”) because the Executive is a specified employee (within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii)409A), then, except to the Employeeextent specifically addressed under a separate plan or arrangement of the Company or of KCS, the payment will be paid to the Executive on the earliest of the six-month anniversary of the termination of employment, a change in ownership or effective control of the Company (within the meaning of Section 409A) or the Executive’s right death. In addition, any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to receive any installment payments the Executive only upon a “separation from service” as defined in Treas. Reg. 1.409A-1(h). To the extent applicable, each severance payment made under this Agreement (whether severance payments, reimbursements or otherwise) will shall be treated as a right deemed to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate payment, and distinct payment. Notwithstanding any provision to the contrary in amounts payable under this Agreement, if the Employee is Agreement shall be deemed by the Company at the time of separation from service not to be a “specified employeedeferral of compensation” for purposes of Code subject to Section 409A(a)(2)(B)(i), and if any of the payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then 409A to the extent delayed commencement provided in the exceptions in Treas. Reg. 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. 1.409A-1 through 1.409A-6. (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any portion of such payments in-kind benefit under this Agreement is required in order determined to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under be subject to Section 409A, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 amount of any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409Aexpenses eligible for reimbursement, or the payment provision of increased taxesany in-kind benefit, excise taxes in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other penalties under Code Section 409A. The parties intend all payments aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and benefits hereunder in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. 7. Attachment A to the Agreement is hereby deleted and replaced with the new Attachment A attached hereto. Except as otherwise expressly set forth in compliance this Addendum, including Attachment A, the Agreement shall remain unchanged and in full force and effect in accordance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]its terms.

Code Section 409A. It is intended that all Although the Company does not guarantee the tax treatment of any payments under this Agreement, the intent of the parties is that payments satisfyand benefits under this Agreement comply with, or be exempt from, Section 409A of the Code (together, with the Treasury regulations and other authorities issues thereunder, “Code Section 409A”) and, accordingly, to the greatest maximum extent possiblepermitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the exemptions from Company be liable for any additional tax, interest or penalties that may be imposed on the application of Employee by 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 or any damages for failing to comply with Code Section 409A. Notwithstanding anything in this Agreement will be construed to the greatest contrary, to the extent possible as consistent with those provisions. For purposes of any payments or benefits are subject to Code Section 409A 409A, (i) a termination of employment (including, without limitation, an Involuntary Termination) shall not be deemed to have occurred for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under 7 of this Agreement unless such termination is also a “separation from service” within the meaning of Code Section 409A, (whether severance payments, reimbursements or otherwiseii) 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 any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of separation from service to be a “specified employee” for purposes within the meaning of Section 409A(a)(2)(b) of the Code Section 409A(a)(2)(B)(i(as determined by the Company), and if any of the 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 payment under Section 409A, such payments will not be provided 7(a) of this Agreement otherwise due to the Employee prior to during the earliest of (i) the expiration of the first six (6)-month period measured from the Termination Date, (ii6) the date of months following the Employee’s death or (iii) such earlier date as permitted under Code termination of employment that is not exempt from Section 409A without as separation pay or as a short-term deferral will be held and paid to the imposition Employee or his estate on the earlier of adverse taxation. Upon (A) the first business day following the expiration of such applicable six-month period, and (B) the Employee’s death, and (iii) the Employee’s commencement of alternative employment shall not affect his right to receive any installment payments that are missed merely by reason of the six-month delay in payment provided for in clause (ii) above. Each installment payment under Section 7(a) of this Agreement shall be deemed a “separate payment” and not one of a series of payments for purposes of Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]409A.

Code Section 409A. It is intended that all The intent of the Holder and the Company is that payments satisfyand benefits under this Award Agreement and the Option be exempt from, or comply with, Section 409A of the Code, and accordingly, to the greatest maximum extent possiblepermitted, this Award Agreement and the exemptions from Award shall be interpreted and administered to be in accordance therewith. Each payment under this Award Agreement and 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 Option shall be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, a separate identified payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii))409A of the Code, and any payments described in this Award Agreement and the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will Option that are due within the “short term deferral period” as defined in Section 409A of the Code shall not 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 paymentdeferred compensation unless applicable law requires otherwise. Notwithstanding any provision anything contained herein to the contrary in this Agreementcontrary, if the Employee is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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 accelerated taxation and/or tax penalties under Section 409A of the Code, (a) the Holder shall not be considered to have terminated employment for purposes of this Award Agreement and no payments shall be due to the Holder under this Award Agreement that are payable upon the Holder’s termination of employment until the Holder would be considered to have incurred a prohibited distribution under “separation from service” from the Company within the meaning of Section 409A of the Code Section 409A(a)(2)(B)(iand (b) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Award Agreement and the related adverse taxation under Section 409A, such payments will not Option during the six-month period immediately following the Holder’s separation from service shall instead be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon paid on the first business day after the date that is six months following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodHolder’s separation from service (or, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to if earlier, the Employee, and any 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 and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]Holder’s death).

Code Section 409A. It This Agreement is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of comply with Code Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will may only be construed made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the greatest maximum extent possible as consistent with those provisionspossible. For purposes of Code Section 409A (including409A, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments each instalment payment provided under this Agreement (whether severance payments, reimbursements or otherwise) will shall 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 any other provision of this Agreement, in the event any payment is to be made during a specified time period following the contrary expiration of the Release Execution Period and the time period for such payment begins in one calendar year and ends in a second calendar year, then such amount shall be payable in the second calendar year. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Employee Executive in connection with his termination of employment is deemed by determined to constitute “nonqualified deferred compensation” within the Company at meaning of Section 409A and the time of separation from service Executive is determined to be a “specified employee” for purposes of Code as defined in Section 409A(a)(2)(B)(i409A(a)(2)(b)(i), and if any then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Termination Date (the “Specified Employee Payment Date”), unless the payment otherwise satisfies the short-term deferral exemption or another exemption under Section 409A of the Code. The aggregate of any payments set forth herein and/or under any other agreement with that would otherwise have been paid before the Company are deemed to Specified Employee Payment Date shall be “deferred compensation”, then paid to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid Executive in a lump sum to on the EmployeeSpecified Employee Payment Date and thereafter, and any remaining Payments due will payments shall be paid as otherwise provided herein or without delay 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 and at all times administered in a manner that 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 accordance with Code Section 409A. [Remainder of page intentionally blank; signature page follows]their original schedule.

Code Section 409A. It is This Agreement and the severance pay and other benefits provided hereunder are intended that all to qualify for an exemption from Section 409A of the payments satisfyCode, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Section 409A of the Code to the greatest extent possibleapplicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Section 409A of the Code, the exemptions Company does not represent or warrant that this Agreement will comply with Section 409A of the Code or any other provision of federal, state or local law. Neither the Company, the Board, its subsidiaries, nor their respective managers, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the application obligation to pay any taxes pursuant to Section 409A of the Code. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Section 409A of the Code and would be considered a payment upon a separation from service for purposes 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)409A, and Executive is determined to be a "specified employee" under Section 409A of the Code, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Agreement will Section 24 shall be construed paid to the greatest extent possible as consistent Executive in a lump sum, and any remaining payments due under this Section 24 shall be payable in accordance with those provisionstheir original payment schedule. For purposes of Code Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the EmployeeExecutive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment hereunder will shall at all times be considered a separate and distinct payment. Notwithstanding any provision to Dispute Resolution. To ensure the contrary timely and economical resolution of disputes that arise in connection with this Agreement, if the Employee is deemed by Executive and the Company at the time agree that any and all disputes, claims, or causes of separation action arising from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then or relating 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 409Aenforcement, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Datebreach, (ii) the date of the Employee’s death performance or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 interpretation of this Agreement, such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409AExecutive’s employment, or the payment termination of increased taxesExecutive’s employment, excise taxes shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator, in Orange County, California, conducted by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under the applicable JAMS employment rules. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute through a trial by jury or other penalties under Code Section 409A. judge or administrative proceeding. The parties intend arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (ii) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all payments remedies that Executive or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Notwithstanding the foregoing, the Company shall be entitled to resolve any issue or dispute over intellectual property rights, the Company’s trade secrets, Confidential Information, and benefits hereunder to be enforce the restrictive covenants set forth in compliance with Code Section 409A. [Remainder this Agreement by Court action instead of page intentionally blank; signature page follows]arbitration. Certain Definitions.

Code Section 409A. It is (a) The payments and benefits provided hereunder are intended that all to be exempt from or compliant with the requirements of Section 409A of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct paymentCode. Notwithstanding any provision of this Agreement to the contrary, in the event that following the effective date hereof, the Company reasonably determines that any payments or benefits hereunder are not either exempt from or compliant with the requirements of Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that are necessary or appropriate (i) to preserve the intended tax treatment of the payments and benefits provided hereunder, to preserve the economic benefits with respect to such payments and benefits, and/or (ii) to exempt such payments and benefits from Section 409A of the Code or to comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder, provided, however, that the Company shall have no obligation to take any action described in this Section 8 or to indemnify the Executive for any failure to take any such action. (b) Notwithstanding anything to the contrary in this Agreement, if no compensation or benefits, including without limitation any termination payments or benefits payable under Section 2 above, shall be paid to the Employee is deemed by Executive during the 6-month period following the Executive’s Separation from Service to the extent that the Company reasonably determines that paying such amounts at the time of separation from service to or times indicated in this Agreement would be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from Code. If the Termination Date, (ii) the date payment of any such amounts is delayed as a result of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon previous sentence, then on the first business day following the expiration end of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will 6-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a lump prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the Employeecumulative amount that would have otherwise been payable to the Executive during such 6-month period. (c) To the extent that any reimbursements hereunder constitute taxable compensation to the Executive, including without limitation, any reimbursements made in accordance with Section 6 above (but excluding any reimbursements made in accordance with Sections 2 and 5 above, which reimbursements shall be provided in accordance with such Sections), such reimbursements shall be made to the Executive promptly, but in no event after December 31st of the year following the year in which the expense was incurred, the amount of any such amounts reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and the Executive’s right to reimbursement of any remaining Payments due will such expenses shall not be paid as otherwise provided herein subject to liquidation or in the applicable agreement. No interest will be due on any amounts so deferred. Notwithstanding exchange for 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 and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]benefit.

Code Section 409A. It is intended that all this Agreement comply with the provisions of section 409A of the payments satisfyInternal Revenue Code of 1986, as amended, and the Treasury Department regulations relating thereto (“Code Section 409A”), or an exemption to Code Section 409A. Payments, rights and benefits may only be made, satisfied or provided under this Agreement upon an event and in a manner permitted by Code Section 409A, to the greatest extent possibleapplicable, so as not to subject the exemptions from Executive to the application payment of taxes and interest under Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4)409A. In furtherance of this intent, 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed interpreted, operated and administered in a manner consistent with these intentions, and to the greatest extent possible as consistent with those provisions. For purposes of that any regulations or other guidance issued under Code Section 409A (including, without limitation, for purposes would result in the Executive being subject to payment of Treasury Regulation additional income taxes or interest under Code Section 1.409A-2(b)(2)(iii))409A, the Employee’s right parties agree, to receive any installment the extent possible, to amend this Agreement to maintain to the maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or interest under Code Section 409A. All payments to be made upon a termination of employment under this Agreement (whether severance payments, reimbursements or otherwise) will may only be treated made upon a “separation from service” 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. defined under Code Section 409A. Notwithstanding any provision of this Agreement to the contrary in this Agreementcontrary, if if, as of the Employee is deemed by date of the Company at the time of Executive’s separation from service to be service, the Executive is a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in income defined under Code Section 409A, or then, except to the payment extent that this Agreement does not provide for a “deferral of increased taxes, excise taxes or other penalties under compensation” within the meaning of Code Section 409A. The parties intend all 409A of the Code, no payments may be made and no benefits hereunder may be provided to be in compliance with Code Section 409A. [Remainder the Executive during the period beginning on the date of page intentionally blank; signature page follows]the Executive’s separation from service and ending on the last day of the sixth month after such date. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

Code Section 409A. It is This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that all of if this Agreement and the payments satisfyseverance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the greatest extent possibleapplicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the exemptions Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the application obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times would be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of payment upon a separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i)409A, and if any of the payments set forth herein and/or under any other agreement with the Company are deemed Executive is determined 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 "specified employee" under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, then any such payments will not payment or reimbursement, or portion thereof, shall be provided delayed until the date that is the earlier to the Employee prior to the earliest occur of (i) the expiration of the six (6)-month period measured from the Termination Date, Executive's death or (ii) the date that is six months and one day following the date of the Employee’s death or Termination of Executive's Employment (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation"Delay Period"). Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodthe Delay Period, all Payments deferred the payments delayed pursuant to this Paragraph 21 will Section 12 shall be paid to Executive in a lump sum to the Employeesum, and any remaining Payments payments due will under this Section 12 shall be paid as otherwise provided herein or payable in the applicable agreementaccordance with their original payment schedule. No interest will be due on any amounts so deferred. Notwithstanding any other provision herein to the contraryBy: ▇▇▇▇ ▇▇▇▇▇▇▇▇, in the event CEO ▇▇▇▇ ▇▇▇▇▇▇, VP of any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that 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. [Remainder of page intentionally blank; signature page follows]Global Sales

Code Section 409A. It is intended that all this Agreement comply with the provisions of section 409A of the payments satisfyInternal Revenue Code of 1986, as amended, and the Treasury Department regulations relating thereto (“Code Section 409A”), or an exemption to Code Section 409A. Payments, rights and benefits may only be made, satisfied or provided under this Agreement upon an event and in a manner permitted by Code Section 409A, to the greatest extent possibleapplicable, so as not to subject the exemptions from Executive to the application payment of taxes and interest under Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4)409A. In furtherance of this intent, 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed interpreted, operated and administered in a manner consistent with these intentions, and to the greatest extent possible as consistent with those provisions. For purposes of that any regulations or other guidance issued under Code Section 409A (including, without limitation, for purposes would result in the Executive being subject to payment of Treasury Regulation additional income taxes or interest under Code Section 1.409A-2(b)(2)(iii))409A, the Employee’s right parties agree, to receive any installment the extent possible, to amend this Agreement to maintain to the maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or interest under Code Section 409A. All payments to be made upon a termination of employment under this Agreement (whether severance payments, reimbursements or otherwise) will may only be treated made upon a “separation from service” 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. defined under Code Section 409A. Notwithstanding any provision of this Agreement to the contrary in this Agreementcontrary, if if, as of the Employee is deemed by date of the Company at the time of Executive's separation from service to be service, the Executive is a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 and at all times administered in a manner that avoids the inclusion of compensation in income defined under Code Section 409A, or then, except to the payment extent that this Agreement does not provide for a “deferral of increased taxes, excise taxes or other penalties under compensation” within the meaning of Code Section 409A. The parties intend all 409A of the Code, no payments may be made and no benefits hereunder may be provided to be in compliance with Code Section 409A. [Remainder the Executive during the period beginning on the date of page intentionally blank; signature page follows]the Executive's separation from service and ending on the last day of the sixth month after such date. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

Code Section 409A. It is intended 10.1 To the extent that all any payments to be made to Executive upon a termination of employment are subject to Section 409A of the payments satisfyCode, a termination of employment with the Company shall not have occurred unless and until Executive has incurred a “separation from service” as defined under Section 409A of the Code and applicable regulations. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). 10.2 Anything in this Agreement to the greatest extent possiblecontrary notwithstanding, if at the time of Executive’s separation from service within the meaning of Section 409A of the Code, the exemptions Company determines that Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that Executive becomes entitled to under this Agreement on account of Executive’s separation from service would be considered deferred compensation otherwise subject to the 20% additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Code Section 409A 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided under Treasury Regulations Sections 1.409A-1(b)(4)until the date that is the earlier of (a) six (6) months and one (1) day after Executive’s separation from service, 1.409A-1(b)(5or (b) and 1.409A-1(b)(9)Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. 10.3 All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. 10.4 The Parties intend that this Agreement will be construed to the greatest extent possible as consistent administered in accordance with those provisions. For purposes of Code Section 409A (includingof the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, without limitation, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii1.409A 2(b)(2)), the Employee’s right to receive any installment payments under . The Parties agree that this Agreement (whether severance paymentsmay be amended, reimbursements as reasonably requested by either Party, and as may be necessary to fully comply with Section 409A of the Code 9 | Page and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either Party. This Section 10 shall apply only to the extent required to avoid Executive’s incurrence of any tax or otherwise) will be treated as a right to receive a series interest under Section 409A of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. the Code or any regulations or Treasury guidance promulgated thereunder. 10.5 Notwithstanding any provision to the contrary in of this Agreement, if the Employee is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 Agreement to the contrary, in to the event of extent that any ambiguity in payment under the terms of this AgreementAgreement would constitute an impermissible acceleration of payments under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, such term(s) will payments shall be interpreted and made no earlier than at all such times administered in a manner that avoids allowed under Section 409A of 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. [Remainder of page intentionally blank; signature page follows]Code.

Code Section 409A. It is intended that all of the payments satisfy, Notwithstanding anything contained in this Agreement to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreementcontrary, if the Employee is deemed by the Company at the time of Employee’s “separation from service service” with the Company to be a “specified employee,” for purposes each within the meaning of Section 409A of the Code Section 409A(a)(2)(B)(i(“409A”), and any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if any of the payments set forth herein and/or under any other agreement with the Company are deemed to earlier, Employee’s death). Such deferral shall only be “deferred compensation”, then effected to the extent delayed commencement required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by Employee of any portion of such payments is required 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section accordance with 409A, such payments will not be provided to no later than the Employee prior to the earliest earlier of (i) fifteen (15) days following any determination by the expiration of the six (6)-month period measured from the Termination Date, Internal Revenue Service that 409A Excise Taxes are owed and (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day calendar year following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid calendar year in a lump sum which the related taxes are remitted to the Employee, and applicable taxing authority. In no event shall the Employee be entitled to any remaining Payments due will be paid as otherwise provided herein 409A Tax Restoration Payment or in related payments under this paragraph if the applicable agreement. No interest will be due on Employee fails to timely execute any amounts so deferred. Notwithstanding any amendment or other provision herein document requested by the Company that are intended to the contrary, in the event of any ambiguity in the terms of this Agreement, cause such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the payment Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of increased taxesthis Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, excise taxes then such provision shall be modified or other penalties under Code Section 409A. The parties intend all payments restricted to the extent and benefits hereunder in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A. [Remainder 409A of page intentionally blank; signature page follows]the Code and Treas. Reg. §1.409A-2(b)(2)(iii) (or any similar or successor provisions).

Code Section 409A. It is intended (a) If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that all of the payments satisfyCompany agrees to maintain, to the greatest maximum extent possiblepracticable, the exemptions from original intent and economic benefit to the application Executive of the applicable provision without violating the provisions of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4)409A. The Company shall indemnify and hold the Executive harmless, 1.409A-1(b)(5) on an after-tax basis, for any additional tax, as well as interest and 1.409A-1(b)(9), and this Agreement will penalties that may be construed to imposed on the greatest extent possible as consistent with those provisions. For purposes of Executive by Code Section 409A 409A. (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwiseb) 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 any provision to the contrary in this Agreement, if the Employee Executive is deemed by on the Company at the time Date of separation from service Termination to be a “specified employee” for purposes within the meaning of Code Section 409A(a)(2)(B)(i), and if any of the 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 that term under Code Section 409A(a)(2)(B)(i) and 409A(a)(2)(B), then with regard to any payment or the related adverse taxation under provision of any benefit that is required to be delayed in compliance with Section 409A409A(a)(2)(B), such payments will payment or benefit shall not be made or provided (subject to the Employee last sentence hereof) prior to the earliest earlier of (i) the expiration of the six (6)-month period measured from the Termination Date, date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation“Deferral Period”). Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodthe Deferral Period, all Payments payments and benefits deferred pursuant to this Paragraph 21 will Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum to the Employeesum, and any 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 and at all times administered in a manner that 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 due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be in compliance with Code Section 409A. [Remainder delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of page intentionally blank; signature page follows]premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.

Code Section 409A. It is The Agreement and all Awards granted hereunder are intended that all to comply with, or otherwise be exempt from, Code Section 409A. This Agreement and the Award shall be 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 payments satisfyCode 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 appropriate to comply with, or to effectuate an exemption from, Code Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the 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 accelerated taxation or tax penalties under Section 409A, such payments will not amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the Employee prior to six-month period immediately following the earliest of (i) the expiration of the six (6)-month period measured Participant’s separation from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon service shall instead be paid on the first business day after the date that is six months following the expiration Participant’s termination date (or death, if earlier), with interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of such applicable Code 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(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any 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 409A. In the event of any ambiguity in the terms of Award under this Agreement, such term(s) will Agreement is determined to be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under 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 increased taxesthis section, excise taxes 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 other penalties under (B) the occurrence of a permissible time or event that could trigger a payment without violating Code Section 409A. The parties intend all Any payments to be made under this Agreement upon a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits hereunder to provided under this Agreement comply with Section 409A and in no event shall the Company be in 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 Code Section 409A. [Remainder Notice of page intentionally blank; signature page follows]PSU Award Chesapeake Energy CorporationID: 73-13957336100 ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ <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 right to receive a cash payment for each PSU awarded in an 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, as determined by the Committee and as set forth below. This Award is further subject to the vesting requirements set forth below. Grant Date Value of Target Award: $______ Target PSU Allocation: <number> Last Day of the Performance Period: <date> Payment Date: Any payment earned pursuant to this Award shall be made as soon as practicable after the Committee certifies the Company’s performance respecting the performance goals on or following <date>, but in no case later than <date>.