Common use of Code Section 409A Clause in Contracts

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”

Code Section 409A. (a) To This Agreement is intended to be interpreted and applied so that the extent that any payments and benefits set forth herein shall comply with or be exempt from the requirements of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then and, accordingly, to the maximum extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86permitted, this Agreement shall be interpreted to the fullest extent possible to reflect and implement such intent. Notwithstanding anything in this Agreement and in the event the payments and benefits set forth herein are subject to Code Section 409A, (i) a Termination of Service shall not be deemed to have occurred for purposes of any provision of this Agreement unless such termination is also a “separation from service” within the meaning of Code Section 409A; and (ii) a Total and Permanent Disability shall not be deemed to have occurred for purposes of any provision of this Agreement unless such disability is also a “disability” within the meaning of Code Section 409A. Notwithstanding any provision in this Agreement to the contrary, if on his or her Termination of Service, the Participant is deemed to be a “specified employee” within the meaning of Code Section 409A, any payments or benefits due upon such Termination of Service that constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify “deferral of compensation” within the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions meaning of Code Section 409A and which do not otherwise qualify under the Treasury regulations relating thereto so as not to subject Employee exemptions under Treas. Reg. § 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Reg. § 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to Participant on the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent earlier of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a immediately follows six (6) month delay following months after the EmployeeParticipant’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death the Participant’s death. [Remainder of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”Page Intentionally Left Blank

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then applicable to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86Employee, this Agreement constitutes and all payments, distributions or other benefits hereunder shall comply and be administered in accordance ​ ​ ​ with the requirements of, or an amendment exemption or exclusion to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so Regulations promulgated thereunder, as not to subject Employee to well as any applicable equivalent State law. To the payment of additional taxes and interest under Code Section 409A. In furtherance extent any provision or term of this intentAgreement is ambiguous as to its compliance in this respect, this Agreement such provision or term and all payments hereunder shall be interpretedinterpreted to comply with the requirements of, operated and administered in a manner consistent with these intentionsor an exemption or exclusion to, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, as well as any applicable equivalent State law. For the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent avoidance of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding doubt, notwithstanding any provision in the of this Agreement to the contrary ifcontrary, as of the effective date of Employee’s termination of employment, he if Employee is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key specified employee” (as defined in Code Treasury Regulations Section 416(i) without regard to paragraph (5) thereof1.409A-1(i)), as determined by then, to the Bank based extent required under Treasure Regulation Section 1.409A-3(i)(2), any payments that constitute a “nonqualified deferral of compensation” that become due upon the 12Participant’s “Separation from Service” (other than due to the Employee’s death) and that would have been made under the terms of the Plan within the six-month period ending commencing on each December 31st (the Employee’s Separation from Service shall be delayed and instead be made as soon as practicable after the earlier of the end of such 12six-month period is referred or Employee’s death. For purposes of this Section 7.p, the terms “specified employee”, and “nonqualified deferral of compensation” have the meanings given to below them under Section 409A. Any provision that would cause this Agreement or a payment, distribution, or other benefit hereunder to fail to comply with the requirements of, or an exemption or exclusion to, Section 409A, as well as any applicable equivalent State law, shall have no force or effect and the “identification period”)Parties agree that, to the extent an amendment would be effective, this Agreement shall be amended to comply with the requirements of, or an exemption or exclusion to, Section 409A, as well as any applicable equivalent State law. If Such amendment shall be retroactive to the extent permitted by law. For purposes of this Agreement, Employee is determined shall not be deemed to be have terminated employment unless and until a key employee Separation from Service within the meaning of Treasury Regulations Section 1.409A-1(h) has occurred. Each payment under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he 6.g and 6.h of this Agreement shall be treated as a Specified Employee separate payment for purposes of Section 409A. Any expense reimbursements required to be made under this Agreement during shall be made not later than December 31st of the 12-month period that begins on the April 1 year following the close year in which Employee incurs the expense; provided that in no event shall the amount of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported expenses eligible for payment or reimbursement by the Employer for a particular Company in one calendar year affect the amount of expenses to be paid or reimbursed in any other calendar year. The Executive’s right to expense reimbursement shall not be subject to liquidation or exchange for another benefit.”

Code Section 409A. (ai) To the extent that any The intent of the terms parties is that payments and conditions contained herein which were modified by benefits under this amendment constitute an amendment Agreement comply with or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under otherwise be exempt from Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentmaximum extent permitted, this Agreement shall be interpretedinterpreted to be either exempt from or in compliance therewith. In no event whatsoever shall Parent or Employer be liable for any additional tax, operated interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under this Section 1 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and administered (ii) the date of Executive's death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(f)(ii) shall be paid to the Executive in a manner consistent with these intentionslump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) Notwithstanding anything to the contrary in this Agreement, to the extent that any regulations or other guidance issued under Code Section 409A would result in payments of “nonqualified deferred compensation” (within the Employee being subject to payment meaning of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which as a result of Executive's termination of employment are deemed subject to Executive's execution and delivery of a Release Agreement, in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release Agreement and are treated as “nonqualified deferred compensation compensation” (within the meaning of Code Section 409A) shall be subject made in the later taxable year, and any such amounts that are delayed pursuant to this Section 1(f)(iv) shall be paid in a six lump sum on the first payroll period to occur in the subsequent taxable year. (6v) month delay To the extent, if any, that the aggregate amount of the installments of the severance payment that would otherwise be paid pursuant to Section 1(e) after March 15 of the calendar year following the Employee’s separation from servicecalendar year in which the Separation occurs (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Executive in a lump sum on the Applicable March 15 (or the first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and the installments of the severance payment payable after the Applicable March 15 shall be reduced by such excess (beginning with the installment first payable after the Applicable March 15 and continuing with the next succeeding installment until the aggregate reduction equals such excess). For purposes of Code Section 409A, all the Executive's right to receive any installment payments of deferred compensation made hereunder, or payment pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee right to receive a series of separate and distinct payments. (vi) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported 409A be subject to offset by the Employer for a particular calendar year.”any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then 17.8.2.1. Notwithstanding anything else to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86contrary herein, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentmaximum extent permitted, this Agreement shall be interpretedinterpreted to be exempt from Code Section 409A or in compliance therewith, operated and administered as applicable. In furtherance thereof, if payment or provision of any amount or benefit hereunder at the time specified in this Agreement would subject such amount or benefit to any additional tax under Code Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or the provision of such amount or benefit could be made without incurring such additional tax (including paying any severance that is delayed in a manner lump sum upon the earliest possible payment date which is consistent with these intentionsCode Section 409A). In addition, and to the extent that any regulations or other guidance issued under Code Section 409A (after application of the previous provision of this paragraph) would result in the Employee Executive being subject to the payment of interest or any additional income taxes or interest tax under Code Section 409A, the parties agree Company and the Executive agree, to the extent reasonably possible, to amend this Agreement in order to avoid the Agreement to maintain to the maximum extent practicable the original intent imposition of the Agreement while avoiding the application of any such taxes interest or interest additional tax under Code Section 409A.409A, which amendment shall have the least possible economic effect on the Executive as reasonably determined in good faith by the Company and the Executive; provided however, that the Company and the Executive shall not be required to substitute a cash payment for any non-cash benefit herein. (c) Notwithstanding 17.8.2.2. A termination of employment shall not be deemed to have occurred for purposes of any provision in of this Agreement providing for the Agreement to the contrary if, as payment of the effective date of Employee’s any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment, he unless such termination is also a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service” within the meaning of Code Section 409A and the payment thereof prior to a “separation from service” would violate Code Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” 17.8.2.3. For purposes of Code Section 409A, all the Executive's right to receive any installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee for purposes right to receive a series of separate and distinct payments. Whenever a payment under this Agreement during ▇▇▇▇▇▇ Medical Technology, Inc. Separation Pay Agreement CONFIDENTIAL specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the 12date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, as the case may be. 17.8.2.4. With respect to any payment constituting nonqualified deferred compensation subject to Code Section 409A: (A) all expenses or other reimbursements provided herein shall be payable in accordance with the Company's policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-month period that begins kind benefits shall not be subject to liquidation or exchanged for another benefit. 17.8.2.5. If the Executive is deemed on the April 1 following Date of Termination to be a “specified employee” within the close meaning of such identification period. For purposes that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of determining whether Employee any benefit that is a key employee considered nonqualified deferred compensation under Code Section 416(i409A payable on account of a “separation from service,” such payment or benefit shall be made or provided on the first business day following the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive's death (the “Delay Period”). Upon the expiration of the Delay Period, “compensation” all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall mean Employee’s W-2 compensation as reported by be paid or reimbursed to the Employer Executive in a lump sum on the first business day following the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for a particular calendar yearthem herein.”

Code Section 409A. (a) To Payments made pursuant to this Plan and the Agreement are intended to qualify for an exemption from or comply with Section 409A. Notwithstanding any provision in the Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all RSUs granted to Participants who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the RSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any RSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on the terms Participant by Section 409A, and conditions contained herein which were modified the Participant shall have no recourse against the Company or any of its affiliates for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this amendment constitute an amendment Agreement, these provisions shall apply to any payments and benefits otherwise payable to or modification provided to the Participant under this Agreement. For purposes of the time or manner of payment under a non-qualified deferred compensation plan Section 409A, each “payment” (as defined by Section 409A) made under Code this Agreement shall be considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (i) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” involuntary separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, such event must also constitute a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A. If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its affiliates) as of his separation from service, to the extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and such payment is payable by reason of a separation from service, then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code required by Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), no payments due under this Agreement which are deemed to may be deferred compensation shall be subject to a six made until the earlier of: (6i) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventhseventh month following the Participant’s separation from service, or (ii) the Participant’s date of death; provided, however, that any payments delayed during this six-month following separation from service (orperiod shall be paid in the aggregate in a lump sum, if earlierwithout interest, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-the seventh month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established hereinParticipant’s separation from service. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”

Code Section 409A. (a) To Notwithstanding anything herein to the extent contrary, this Agreement is intended to be interpreted and applied so that any the payments and benefits set forth herein shall either be exempt from the requirements of Section 409A of the terms Internal Revenue Code of 1986, as amended (the “Code”) or shall comply with the requirements of Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Code Section 409A. The parties hereto agree that the payments and conditions contained benefits set forth herein which were modified by comply with or are exempt from the requirements of Code Section 409A and agree not to take any position, and to cause their affiliates, successors and assigns not to take any position, inconsistent with such interpretation for any reporting purposes, whether internal or external. (b) Notwithstanding anything in this amendment Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute an amendment or modification of the time or manner of payment under a “non-qualified deferred compensation plan compensation” within the meaning of Code Section 409A upon or following a termination of the Employee’s employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be treated as the date of termination for purposes of any such payment or benefits. Notwithstanding any other provision of this Agreement to the contrary, if the Employee is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (as defined under 6) months after the Employee’s “separation from service” (within the meaning of Code Section 409A), then to the extent necessary such payment or benefit required under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall not be interpreted, operated and administered in a manner consistent with these intentions, and to paid (or commence) during the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) six-month delay period immediately following the Employee’s separation from serviceservice except as provided in the immediately following sentence. For purposes of Code Section 409AIn such an event, all installment any payments of deferred compensation or benefits that would otherwise have been made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur provided during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination and which would have incurred such additional tax under Code Section 409A shall instead be paid to the Employee in accordance with a lump-sum cash payment on the payment schedule established hereinearlier of (i) the first regular payroll date of the seventh month following the Employee’s separation from service or (ii) the 10th business day following the Employee’s death. (dc) The term “Specified Employee” shall mean It is intended that each installment of any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee severance payments and benefits provided under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he this Agreement shall be treated as a Specified Employee separate “payment” for purposes of Code Section 409A. Neither the Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where applicable, the requirements that (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the 12-month expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement of an eligible expense shall be made promptly and in all cases on or before the last day of the calendar year following the year in which the expense is incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. Notwithstanding anything contained herein to the contrary, if the period in which any general waiver and release of claims may be executed overlaps two calendar years (regardless of when such release is actually executed), then, to the extent required by Code Section 409A, any payments that begins are subject to such general waiver and release of claims that would otherwise be made in such first calendar year shall instead be withheld and paid on the April 1 following first normal payment date in the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular second calendar year, with all remaining payments to be paid as if such delay had not occurred.”” The Agreement, as amended by this Amendment, shall remain in full force and effect, and this Amendment shall be deemed to be incorporated into the Agreement and made a part thereof. Except for the amendments expressly described herein, this Amendment shall not otherwise amend or modify any other provision of the Agreement. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of this Amendment by facsimile or other electronic method of transmission shall be equally effective as delivery of an original executed counterpart of this Amendment.

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A)In general, then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It it is intended that all compensation provided for under the terms of this Agreement shall comply with the provisions of Code be exempt from Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application Internal Revenue Code of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if1986, as amended (the “Code”), by reason of the effective date of Employee’s termination of employment“short-term deferral” and “separation pay” exemptions found in Treasury Regulation Sections 1.409A-1(b)(4) and (9) (or any successor to such exemptions). Notwithstanding the foregoing, he is a “Specified Employee,” thenhowever, only to the extent required pursuant to Section 409A(a)(2)(B)(i), if any payments due under this Agreement which are deemed to be a form of nonqualified deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For for purposes of Code Section 409A, the Parties intend that such compensation arrangements be structured so as to comply with the requirements of Code Section 409A and shall make reasonable efforts to cause such arrangements to comply with Code Section 409A. In this regard, all installment payments of deferred compensation made hereunder, or pursuant that are deemed to another plan or arrangement, shall be deemed subject to Code Section 409A will be considered to be separate payments andand not a form of installment payments, accordinglyany such payments that are triggered by a termination of employment will be paid when there has been a “separation from service” (as that phrase is used for purposes of Code Section 409A), and no such payments will be subject to offset by any other amount unless otherwise permitted by Section 409A. Whenever a payment that is subject to Code Section 409A has a specified payment date, payment will be made at such time as is deemed to be a timely payment for purposes of Code Section 409A and any discretion as the aforementioned deferral shall only apply to separate time of payment will be exercised solely by the Company. If the Executive is a “specified employee” within the meaning of Code Section 409A at the time of his “separation from service”, then any payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following that are triggered by such separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not would otherwise due to be paid during payable within the six-month period following the termination separation from service will be paid in a lump sum on the date that is the first day of the calendar month following the six-month anniversary of the Executive’s separation from service. If and to the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all such expenses or other reimbursements hereunder shall be paid made on or prior to the Employee last day of the taxable year following the taxable year in accordance with which such expenses were incurred, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (C) the payment schedule established herein. amount of expenses eligible for reimbursement, or the in-kind benefits provided, during any taxable year will not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year, and (dD) The term “Specified Employee” any reimbursement shall mean any person who be for expenses incurred during the period of time specified in this Agreement and if no time period is a “key employee” (as defined in specified, shall be for expenses incurred during the Executive’s lifetime. It is the intent of this Agreement to comply with, or be exempt from, the requirements of Code Section 416(i) without regard to paragraph (5) thereof), as determined by 409A so that none of the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined payments and benefits to be a key employee provided hereunder shall be subject to the additional tax imposed under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he 409A, and any ambiguities herein shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar yearinterpreted to so comply.”

Code Section 409A. (a) The intent of the Parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (together with the regulations and guidance promulgated thereunder, “Code Section 409A”), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any of the terms and conditions contained herein which were provision hereof is modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under in order to comply with Code Section 409A), then such modification shall be made in good faith and shall, to the maximum extent necessary under reasonably possible, maintain the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, original intent and a new election under, such deferred compensation plan, in order economic benefit to properly modify the time or manner parties hereto of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with applicable provision without violating the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentno event whatsoever shall the Company be liable for any additional tax, this Agreement shall interest or penalty that may be interpreted, operated and administered in a manner consistent with these intentions, and to imposed on the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Executive by Code Section 409A. (cb) Notwithstanding A termination of employment shall not be deemed to have occurred for purposes of any provision in of this Agreement providing for the Agreement payment of any amounts or benefits constituting deferred compensation under Code Section 409A upon or following a termination of employment unless such termination of employment is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a termination of employment or like terms shall mean “separation from service.” If the contrary ifExecutive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), as then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following period measured from the Employee’s date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified herein. (c) All expenses or other reimbursements under this Agreement shall be made as soon as practicable and in any event on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (d) For purposes of Code Section 409A, all the Executive’s right to receive any installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty (60) days”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar yearor otherwise.”

Code Section 409A. The following provisions shall apply in connection with compliance with Code Section 409A: (a) To the extent that any The intent of the terms Parties is that payments and conditions contained herein which were modified by this amendment constitute an amendment or modification benefits under the Agreement that are not exempt from Section 409A of the time or manner of payment under a non-qualified deferred compensation plan Code shall be in compliance with Code Section 409A (as defined under and regulations and guidance promulgated by the IRS and/or Treasury related to Code Section 409A), then ) (together “Code Section 409A”) to the maximum extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment topermitted, and a new election under, such deferred compensation plan, the Agreement shall be interpreted to be in order to properly modify the time or manner of payment consistent with such guidancecompliance therewith. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or taxable benefits subject to Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code, and for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “termination of the Term,” or like terms shall mean “separation from service.” The determination of whether and when a separation from service has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, U.S. Treasury Regulation Section 1.409A-1(h) or any successor provision thereto. (c) It is intended that the Agreement each installment, if any, of any payments and benefits provided hereunder to which Code Section 409A is applicable shall comply with the provisions be treated as a separate “payment” for purposes of Code Section 409A and 409A. Neither the Treasury regulations relating thereto so as not Company nor the Employee shall have the right to subject Employee to accelerate or defer the payment delivery of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and any such payments or benefits except to the extent that any regulations specifically permitted or other guidance issued under Code required by Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A.Code. (cd) Notwithstanding any provision in In the Agreement to the contrary ifevent, as of the effective date of the Employee’s termination of employment, he “separation from service,” the Employee is a “Specified Employee,specified employee” then(within the meaning of that term under Code Section 409A(a)(2)(B)), only then with regard to any payment or the extent required provision of any benefit that is subject to Code Section 409A (whether under this Agreement, or pursuant to Section 409A(a)(2)(B)(i)any other agreement with, payments or plan, program, payroll practice of, the Company) and is due under this Agreement which are deemed to be deferred compensation shall be subject to upon or as a six (6) month delay following result of the Employee’s separation from service. For purposes , such payment or benefit shall not be made or provided, to the extent making or providing such payment or benefit would result in additional taxes or interest under Section 409A of the Code, until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service,” and (B) the date of the Employee’s death and shall then be paid in a single sum as soon as practicable on or after the date such payment is permitted to be made under this paragraph. (e) All reimbursements and in-kind benefits provided under this Agreement or otherwise to the Employee, to the extent such payments or benefits are subject to Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee made or provided in accordance with the payment schedule established hereinrequirements of Section 409A of the Code and specifically, consistent with Treasury Regulation Section 1.409A-3(i)(1)(iv). (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”

Code Section 409A. To the extent a payment hereunder is, or shall become, subject to the application of Code Section 409A, the following shall apply: (a) To the extent that any of the terms The Company may delay payment hereunder only upon such events and conditions contained herein which were modified by this amendment constitute an amendment as the IRS may permit in generally applicable published regulatory or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined other guidance under Code Section 409A, including, without limitation, payments that the Company reasonably anticipates will be subject to the application of Code Section 162(m), then to or will violate Federal securities laws or other applicable law; provided that any such delayed payment will be made at the extent necessary under earliest date at which the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and Company reasonably anticipates that the making of the payment would not cause such a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidanceviolation. (b) It is intended that The time or schedule of payment hereunder may be accelerated only upon such events and conditions as the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered IRS may permit in a manner consistent with these intentions, and to the extent that any regulations generally applicable published regulatory or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree including, without limitation, payment to amend the Agreement to maintain a person other than Employee to the maximum extent practicable necessary to fulfill the original intent terms of a domestic relations order (as defined in Code Section 414(p)(1)(B)) or payment of the amount required to be included in income for Employee as a result of failure of this Agreement while avoiding at any time to meet the application requirements of such taxes or interest under Code Section 409A.409A with respect to Employee. (c) Notwithstanding any provision in the Agreement to the contrary ifIf, as of the effective date of Employee’s termination of employment, he (i) any stock of the Company is publicly traded on an established securities market or otherwise; and (ii) a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due payment is payable under this Agreement due to a termination of employment which are deemed is considered to be deferred compensation shall be subject to a six (6) month delay following the Employee’s “separation from service. For ” for purposes of Code the rules under Treasury Regulation Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six 1.409A-3(i)(2); and (6iii) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee “specified employee” (as determined under Treasury Regulation Section 1.409A-1(i)), then the payment shall be delayed until a date that is six (6) months after the date of Employee’s termination of employment to the extent necessary to comply with the requirements of Code Section 416(i409A and related Treasury Regulations; provided, however, that the payments to which Employee would have been entitled during such 6-month period, but for this subparagraph, shall be accumulated and paid to Employee without interest in a lump sum within ten (10) days following the date that is six (without regard 6) months following Employee’s termination date with the Company, and any remaining payments shall continue to paragraph be paid to Employee on their original schedule. If Employee dies during such six (56) thereofmonth period and prior to the payment of the portion that is required to be delayed on account of Code Section 409A, such amount shall be paid to the personal representative of Employee’s estate within sixty (60) days after Employee’s death. (d) Any reimbursements or in-kind benefits provided under this Agreement shall be made or provided at the times specified in this Agreement; provided, however, that (i) any reimbursement is for expenses incurred during the identification period he shall of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be treated provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (e) This Agreement is intended to comply with the requirements of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, as in effect from time to time. To the extent a Specified Employee for purposes provision of this Agreement during is contrary to or fails to address the 12-month period that begins on the April 1 following the close requirements of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i)409A and related Treasury Regulations, “compensation” this Agreement shall mean Employee’s W-2 compensation be construed and administered as reported by necessary to comply with such requirements to the Employer for a particular calendar yearextent allowed under applicable Treasury Regulations until this Agreement is appropriately amended to comply with such requirements.”

Code Section 409A. (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (together with the regulations and guidance promulgated thereunder, “Code Section 409A”), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any of the terms and conditions contained herein which were provision hereof is modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under in order to comply with Code Section 409A), then such modification shall be made in good faith and shall, to the maximum extent necessary under reasonably possible, maintain the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, original intent and a new election under, such deferred compensation plan, in order economic benefit to properly modify the time or manner parties hereto of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with applicable provision without violating the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentno event whatsoever shall the Company be liable for any additional tax, this Agreement shall interest or penalty that may be interpreted, operated and administered in a manner consistent with these intentions, and to imposed on the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Executive by Code Section 409A. (cb) Notwithstanding A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits constituting deferred compensation under Code Section 409A upon or following a termination of employment unless such termination of employment is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a termination of employment or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 9(b) (whether they would have otherwise been payable in a single sum or in installments in the Agreement absence of such delay) shall be paid or reimbursed to the contrary ifExecutive in a lump sum, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified herein. (c) All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which are deemed such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be deferred compensation reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall be subject to a six in any way affect the expenses eligible for reimbursement in any other taxable year. (6d) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all the Executive’s right to receive any installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty (60) days”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar yearor otherwise.”

Code Section 409A. (aNotwithstanding any provision to the contrary in this letter, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification Internal Revenue Code of 1986, as amended (the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A“Code”), then to the extent necessary delayed commencement of any portion of the benefits to which you are entitled under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, letter is required in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest avoid a prohibited distribution under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), such portion of your benefits shall not be provided to you prior to the earlier of (i) the expiration of the six-month period measured from the date of your Separation from Service with the Company or (ii) the date of your death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 9 shall be paid in a lump sum to you, and any remaining payments due under this Agreement which are deemed to be deferred compensation the letter shall be subject to a six (6) month delay following the Employee’s separation from servicepaid as otherwise provided herein. For purposes of Code Section 409A409A (including, all without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, under this letter shall be deemed treated as a right to be receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. It is intended that all of the aforementioned deferral severance payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under of Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions.” 5. Except as specifically amended herein, the Offer Letter shall only apply to separate payments remain in full force and effect. 6. This Amendment may be executed simultaneously in any number of counterparts, each of which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments deemed an original, but all of which together shall be accumulated constitute one and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established hereinsame instrument. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”

Code Section 409A. (a) To This Agreement, to the extent that any it provides for payments to or on behalf of the terms Employee that are subject to Code section 409A, is intended to comply with Code section 409A and conditions contained herein which were modified by all applicable regulations and other generally applicable guidance issued thereunder. The Company reserves the right to modify or amend this amendment constitute an amendment Agreement in its discretion with or modification without the consent of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then Employee to the extent necessary for the Agreement to comply with Code section 409A. In the event that the terms of the Agreement or any payments under the transitional guidance under Internal Revenue Service Notice 2007-86Agreement violate Code section 409A, this Agreement constitutes an amendment tothe Employee shall be solely liable for payment of any taxes, including excise taxes, interest and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidancepenalties associated therewith. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee Notwithstanding anything in this Plan to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentcontrary, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations amount or other guidance issued under Code benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes Code would otherwise be payable or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date distributable hereunder by reason of Employee’s termination of employment, such amount or benefit will not be payable or distributable to the Employee by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any amount upon a termination of employment, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Notwithstanding anything in this Plan to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Plan by reason of the Employee’s separation from service during a period in which he or she is a “Specified Employee,” Employee (as defined below), then, only subject to any permissible acceleration of payment by the extent required pursuant to Company under Treas. Reg. Section 409A(a)(2)(B)(i1.409A-3(j)(4)(ii) (domestic relations order), payments due under this Agreement which are deemed (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Employee’s right to be receive payment or distribution of such non-exempt deferred compensation shall will be subject to a six (6) delayed until the earlier of the Employee’s death or the first business day of the seventh month delay following the Employee’s separation from service. For purposes ; and (ii) if the payment or distribution is payable over time, the amount of Code Section 409A, all installment payments of such non-exempt deferred compensation made hereunder, or pursuant to another plan or arrangement, shall that would otherwise be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid payable during the six-month period immediately following the termination shall Employee’s separation from service will be accumulated and the Employee’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of the Employee’s death or the first day of the seventh month following the Employee’s separation from service, whereupon the accumulated amount will be paid or distributed to the Employee in accordance with and the normal payment or distribution schedule established hereinfor any remaining payments or distributions will resume. (d) The For purposes of this agreement, the term “Specified Employee” shall mean any person who is a “key employee” (as defined has the meaning given such term in Code Section 416(i) without regard to paragraph 409A and the final regulations thereunder (5) thereof“Final 409A Regulations”), provided, however, that, as permitted in the Final 409A Regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Bank based upon Company, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the 12-month period ending on each December 31st Company, including the Plan and this agreement. /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Date: February 22, 2023 Date: February 22, 2023 This Bring Down Release Agreement (such 12-month period is referred to below as “Agreement”) between Genworth Financial, Inc. (the “identification periodCompany”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Employee”) is hereby incorporated and made part of the Transition, Severance and Release Agreement between the Company and Employee dated on or about February 22, 2023 (the “Severance Agreement,” hereby incorporated by reference). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”

Code Section 409A. (ai) To the extent that any The intent of the terms parties is that payments and conditions contained herein which were modified by benefits under this amendment constitute an amendment Agreement comply with or modification be exempt from Section 409A of the time or manner of payment under a non-qualified deferred compensation plan Code and the regulations and guidance promulgated thereunder (as defined under Code collectively, “Section 409A)”) and, then accordingly, to the maximum extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentpermitted, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed interpreted to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from servicein compliance therewith or exempt therefrom. For purposes of Code Section 409A, all your right to receive any installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement during providing for the 12-month period that begins payment of 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 and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the April 1 date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any ▇▇. ▇▇▇▇▇▇▇ September 1, 2020 benefit that is specified herein as subject to this Section or is otherwise considered “deferred compensation” under Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and is due upon your separation from service, such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of your “separation from service,” and (B) the date of your death (the “Delay Period”) and this Agreement and each such plan, program, payroll practice or equity grant shall hereby be deemed amended accordingly. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum on the first business day of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) All expenses or other reimbursements paid pursuant to Sections 5(b) or 5(d) hereof or otherwise hereunder that are taxable income to you shall in no event be paid later than the end of the calendar year next following the close calendar year in which you incur such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such identification period. For purposes expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by your taxable year following the Employer for a particular calendar yeartaxable year in which the expense occurred.”

Code Section 409A. (a) The parties intend that this Agreement and the payments and benefits provided hereunder be exempt from the requirements of Code Section 409A, and the rules and regulations issued thereunder, to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement, the parties intend that this Agreement and any of payments and benefits hereunder comply with the terms deferral, payout and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined other limitations and restrictions imposed under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to avoid the payment imputation of additional taxes and any tax, penalty or interest under Code Section 409A. In furtherance of this intentNotwithstanding anything herein to the contrary, this Agreement shall will be construed, interpreted, operated and administered in a manner consistent with these such intentions; provided, and however, that (A) the Company makes no representations or warranties to the extent that Employee with respect to any regulations tax, economic or legal consequences of this Agreement or any payments or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest benefits provided hereunder, including without limitation under Code Section 409A, (B) in no event will the parties agree Company or any of its subsidiaries or affiliates (or any of their respective successors) be liable for any additional tax, interest or penalty that may be imposed on the Employee pursuant to amend Code Section 409A or for any damages or liabilities incurred by the Employee as a result of this Agreement (or the payments or benefits hereunder) failing to maintain comply with, or be exempt from, Code Section 409A, and (C) the Employee, by executing this Agreement, will be deemed to have waived any claim against the maximum extent practicable Company and its affiliates with respect to any such tax, economic or legal consequences. Without limiting the original intent generality of the Agreement while avoiding the application foregoing, and notwithstanding any other provision of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the this Agreement to the contrary if(other than the proviso in the immediately preceding sentence): (a) To the extent Code Section 409A is applicable to this Agreement, a termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder (a “Separation from Service”), and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment,” “resigns” and like terms will be interpreted accordingly. (b) If the Employee is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the effective date of the Employee’s termination Separation from Service, the Employee will not be entitled to any payment or benefit on account of employmentthe Employee’s Separation from Service, he until the earlier of (1) the date that is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following months after the Employee’s separation Separation from serviceService for any reason other than death or (2) the date of the Employee’s death. For purposes The provisions of this Section 5(b) will only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A, all installment payments of deferred compensation made hereunder, 409A on the Employee. Any amounts otherwise payable to the Employee upon or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during in the six (6) month deferral period following the Employee’s Separation from Service that are not so paid by reason of this Section 5(b) will be paid (without interest) as soon as practicable (and in all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of events within thirty (30) days) after the first day of date that is six (6) months after the seventh-month following separation Employee’s Separation from service Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of death of the Employee’s death). (c) with all such delayed Each payment made under this Agreement will be treated as a separate and distinct payment, and the right to a series of installment payments being credited with interest (compounded monthly) for under this period Agreement will be treated as a right to a series of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established hereinseparate and distinct payments. (d) The term “Specified Employee” shall mean With regard to any person who is provision in this Agreement that provides for reimbursement of expenses or in-kind benefits (except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “key employeedeferral of compensation,” (as defined in Code within the meaning of Treasury Regulation Section 416(i) without regard to paragraph (5) thereof1.409A-1(b)), as determined (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) such payment will be made within thirty (30) days following the submission of appropriate documentation required by the Bank based upon Company and in no event later than the 12-month period ending on each December 31st (such 12-month period is referred to below as last day of the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 calendar year following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i)calendar year in which the expense was incurred, “compensation” shall mean Employee’s W-2 compensation as reported by and (iii) the Employer right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for a particular calendar yearanother benefit.”

Code Section 409A. (a) To the extent that any The intent of the terms parties is that payments and conditions contained herein which were modified by benefits under this amendment constitute an amendment Agreement comply with or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under otherwise be exempt from Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentmaximum extent permitted, this Agreement shall be interpretedinterpreted to be either exempt from or in compliance therewith. In no event whatsoever shall Parent or Employer be liable for any additional tax, operated and administered in a manner consistent interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with these intentions, and Code Section 409A. Notwithstanding any other payment schedule provided herein to the extent contrary, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any regulations or other guidance issued payment under Section 1 that is considered deferred compensation under Code Section 409A would result in payable on account of a “separation from service” shall not be made until the Employee being subject to payment date which is the earlier of additional income taxes or interest under Code Section 409A, (i) the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent expiration of the Agreement while avoiding six (6)-month period measured from the application date of such taxes or interest under Code Section 409A. “separation from service” of Executive, and (cii) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of EmployeeExecutive’s termination of employment, he is a death (the “Specified Employee,” then, only Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 409A(a)(2)(B)(i)1(d) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement which are shall be paid or provided in accordance with the normal payment dates specified for them herein. A termination of employment shall not be deemed to be have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation shall be subject to compensation” (within the meaning of Section 409A) upon or following a six (6) month delay following the Employee’s termination of employment unless such termination is also a “separation from service. ” from Parent and Employer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” For purposes of Code Section 409A, all Executive’s right to receive any installment payments of deferred compensation made hereunder, or payment pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee for purposes right to receive a series of separate and distinct payments. Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement during that constitutes “deferred compensation” (within the 12meaning of Code Section 409A) be subject to offset by any other amount unless otherwise permitted by Code Section 409A. To the extent that any reimbursement of expenses or in-month period kind benefits constitute “nonqualified deferred compensation” (within the meaning of Section 409A), such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code), and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. Notwithstanding anything to the contrary in this Agreement, to the extent that begins any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (A) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes her acceptance of the Release thereafter, she shall not be entitled to any payments or benefits otherwise conditioned on the April 1 following Release, and (B) in any case where the close date of such identification period. For purposes termination of determining whether Employee is a key employee under Code Section 416(i)employment and the Release Expiration Date fall in two separate taxable years, “compensation” shall mean Employee’s W-2 compensation as reported by any payments required to be made to Executive that are conditioned on the Employer for a particular calendar year.”Release

Code Section 409A. (ai) To the extent that Notwithstanding any provision of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then Plan to the extent necessary contrary, all Awards made under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation planPlan are intended to be exempt from or, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall alternative, comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to interpretive guidance thereunder, including the payment of additional taxes exceptions for stock rights and interest under Code Section 409A. In furtherance of this intent, this Agreement short-term deferrals. The Plan shall be interpreted, operated construed and administered interpreted in accordance with such intent. Each payment under an Award shall be treated as a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to separate payment for purposes of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (cii) Notwithstanding any provision If a Participant is a “specified employee” (as such term is defined for purposes of Code Section 409A) at the time of his or her termination of service, no amount that is nonqualified deferred compensation subject to Code Section 409A and that becomes payable by reason of such termination of service shall be paid to the Participant (or in the Agreement to the contrary if, as event of the effective Participant’s death, the Participant’s representative or estate) before the earlier of (x) the first business day after the date that is six months following the date of Employeethe Participant’s termination of employmentservice, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six and (6y) month delay within 30 days following the Employeedate of the Participant’s separation from servicedeath. For purposes of Code Section 409A, all installment payments a termination of deferred compensation made hereunder, or pursuant to another plan or arrangement, service shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall occur only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who it is a “key employeeseparation from service” (as defined in within the meaning of Code Section 416(i) without regard 409A, and references in the Plan and any Award Agreement to paragraph (5) thereof)“termination of service” or similar terms shall mean a “separation from service.” If any Award is or becomes subject to Code Section 409A, as determined by unless the Bank based applicable Award Agreement provides otherwise, such Award shall be payable upon the 12-month period ending on each December 31st (Participant’s “separation from service” within the meaning of Code Section 409A. If any Award is or becomes subject to Code Section 409A and if payment of such 12-month period is referred Award would be accelerated or otherwise triggered under a Change in Control, then the definition of Change in Control shall be deemed modified, only to below as the “identification period”). If Employee is determined extent necessary to be a key employee avoid the imposition of an excise tax under Code Section 416(i) (without regard 409A, to paragraph (5) thereof) during the identification period he shall be treated mean a “change in control event” as a Specified Employee such term is defined for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i)409A. (iii) Any adjustments made pursuant to Section 13 to Awards that are subject to Code Section 409A shall be made in compliance with the requirements of Code Section 409A, “compensation” and any adjustments made pursuant to Section 13 to Awards that are not subject to Code Section 409A shall mean Employee’s W-2 compensation be made in such a manner as reported by to ensure that after such adjustment, the Employer for a particular calendar year.”Awards either (x) continue not to be subject to Code Section 409A or (y) comply with the requirements of Code Section 409A.

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that this Agreement and the Agreement shall Performance-Based Award granted hereunder will comply with or be exempt from Code Section 409A, and this Agreement will be construed and interpreted in accordance with such intent. A termination of employment (or other service, as the provisions case may be) shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment (or other service, as the case may be) unless such termination is also a “separation from service” within the meaning of Code Section 409A and the Treasury regulations relating thereto so as not and, for purposes of any such provision of this Agreement, references to subject Employee a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything herein to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentcontrary, this Agreement the following shall be interpretedapply, operated and administered in a manner consistent with these intentions, if and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under required by Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which event that (A) you are deemed to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) and (B) amounts or benefits under the Performance-Based Award or any other program, plan or arrangement of the Employer or a controlled group affiliate thereof are due or payable on account of “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h): No such payments that are “nonqualified deferred compensation compensation” subject to Code Section 409A shall be subject made prior to a the date that is six (6) month delay following months after the Employee’s separation from service. For purposes date of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employeedeath; following any applicable six (6) with month delay, all such delayed payments being credited with interest will be paid in a single lump sum (compounded monthlywithout interest) for this period of delay equal on the earliest permissible payment date. Notwithstanding anything herein to the prime rate in effect on contrary, to the first day extent that a Supplemental Bonus is (i) subject to Code Section 409A and (ii) a Change of Control would accelerate the timing of payment thereunder, the payment of such six-month period. Any Supplemental Bonus shall not occur until the earliest of (I) the Change of Control if such Change of Control constitutes a “change in the ownership of the corporation,” a “change in the effective control of the corporation” or a “change in the ownership of a substantial portion of the benefits hereunder that were not assets of the corporation,” within the meaning of Code Section 409A(2)(A)(v), (II) the date such Supplemental Bonus would otherwise due to be paid during the six-month period following the termination shall be paid settled pursuant to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes terms of this Agreement during and (III) your “separation of service” within the 12-month period that begins on the April 1 following the close meaning of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”409A.

Code Section 409A. (a) To Notwithstanding any other provision in the Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the terms Bank that such benefits shall, to the extent practicable, comply with, or be exempt from. Code Section 409A, and conditions contained herein the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with Code Section 409A. hi the event that the Bank (or a successor thereto) has any stock which were modified by this amendment constitute is publicly traded on an amendment established securities market or modification of otherwise and the time or manner of payment under Executive is determined to be a non-qualified deferred compensation plan “specified employee” (as defined under Code Section 409A), then any payment to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments that would have been made to the Executive during the six months following his separation from services that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to the Executive during the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest required under Code Section 409A. In furtherance Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of this intentthe Agreement, this and (ii) terms used in the Agreement shall be interpreted, operated and administered construed in a manner consistent accordance with these intentions, Code Section 409A if and to the extent that any regulations or other guidance issued under Code Section 409A would result required. Further, in the Employee being subject event that the Agreement or any benefit thereunder shall be deemed not to payment of additional income taxes or interest under comply with Code Section 409A, then neither the parties agree to amend Bank, the Agreement to maintain to Board, the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes Compensation Committee nor its or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation their designees or agents shall be subject liable to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409Aany participant or other person for actions, all installment payments of deferred compensation decisions or determinations made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established hereingood faith. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”

Code Section 409A. (a) To This Agreement is intended to be interpreted and applied so that the extent that any payments and benefits set forth herein shall, as applicable, comply with or be exempt from the requirements of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to the fullest extent possible to reflect and implement such intent. Notwithstanding anything in this Agreement and to the extent necessary under the transitional guidance under Internal Revenue payments and benefits set forth herein are subject to Code Section 409A, (i) a Termination of Service Notice 2007-86, shall not be deemed to have occurred for purposes of any provision of this Agreement unless such termination is also a “separation from service” within the meaning of Code Section 409A; and (ii) a Total and Permanent Disability shall not be deemed to have occurred for purposes of any provision of this Agreement unless such disability is also a “disability” within the meaning of Code Section 409A. Notwithstanding any provision in this Agreement to the contrary, if on his or her Termination of Service, the Participant is deemed to be a “specified employee” within the meaning of Code Section 409A, any payments or benefits due upon such Termination of Service that constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify “deferral of compensation” within the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions meaning of Code Section 409A and which do not otherwise qualify under the Treasury regulations relating thereto so as not to subject Employee exemptions under Treas. Reg. § 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Reg. § 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to Participant on the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent earlier of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a immediately follows six (6) month delay following months after the EmployeeParticipant’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established hereinParticipant’s death. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”

Code Section 409A. (a) To Notwithstanding any other provision in this Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the terms Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and conditions contained herein this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which were modified by this amendment constitute is publicly traded on an amendment established securities market or modification of otherwise and the time or manner of payment under Employee is determined to be a non-qualified deferred compensation plan “specified employee” (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such any payment of deferred compensation plan, in order subject to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee be made to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall Employee upon a separation from service may not be interpreted, operated and administered in a manner consistent with these intentions, and to made before the extent date that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following months after the Employee’s separation from service (or death, if earlier). To the extent that the Employee becomes subject to the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to the Employee during the six months following his separation from service, if any, will be accumulated and paid to the Employee during the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not to comply with Code Section 409A, all installment payments of deferred compensation made hereunderthen neither the Corporation, the Board, the Compensation Committee nor its or pursuant to another plan their designees or arrangement, agents shall be deemed liable to be separate payments andEmployee or other person for actions, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid decisions or determinations made in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established hereingood faith. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the any amounts payable under this Agreement shall will be exempt from or comply with the provisions applicable requirements, if any, of Section 409A of the Internal Revenue Code of 1986, as amended, and the notices, regulations and other guidance of general applicability issued thereunder (“Code Section 409A 409A”), and this Agreement will be interpreted in a manner that will preclude the Treasury regulations relating thereto so as not to subject Employee to the payment imposition of additional taxes and interest imposed under Code Section 409A. In furtherance of this intent, this This Agreement shall will be interpreted, operated and administered in a manner consistent with these intentions, and amended (as determined by Delcath) to the extent that any regulations or other guidance issued under necessary to comply with Code Section 409A would result in the Employee being subject to payment 409A. In all cases, for purposes of additional income taxes or interest under compliance with Code Section 409A, “termination of employment” will have the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under same meaning as “separation from service” as defined in Code Section 409A. (c) Notwithstanding 409A. Further, notwithstanding any provision in the Agreement to the contrary ifin this Agreement, as if you are deemed by Delcath (or any successor entity thereto) at the time of the effective date of Employee’s termination of employment, he is your separation from service to be a “Specified Employee,specified employee” then, only to within the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For purposes meaning of Code Section 409A, all installment and if any of the payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be upon separation from service set forth herein are deemed to be separate payments and“deferred compensation,” then, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on extent required for compliance with Code Section 409A, such payments will not commence prior to the first day earliest of such six-month period. Any portion (i) the expiration of the benefits hereunder that were not otherwise due to be paid during the six-month period following measured from the termination shall be paid to date of your separation from service with Delcath, (ii) the Employee in accordance with the payment schedule established herein. date of your death or (diii) The term “Specified Employee” shall mean any person who is a “key employee” (such earlier date as defined in permitted under Code Section 416(i) without regard to paragraph 409A (5) thereof)hereinafter, as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification periodDelayed Commencement Date”). If Employee is determined On the Delayed Commencement Date, Delcath will pay all payments delayed pursuant to this paragraph to you in a lump sum, and any remaining payments due will be a key employee under paid as otherwise provided herein. No interest shall be due on any amounts so deferred. In no event whatsoever will Delcath be liable for any additional tax, interest, or penalty that may be imposed on you by Code Section 416(i) (without regard 409A or damages for failing to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under comply with Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”409A.

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the this Agreement shall comply with the provisions of section 409A of the Internal Revenue Code Section 409A 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 extent applicable, so as not to subject Employee the Executive to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee Executive being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree agree, to the extent possible, to amend the this Agreement to maintain to the maximum extent practicable the original intent of the this Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) 409A. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” as defined under Code Section 409A. Notwithstanding any provision in the of this Agreement to the contrary contrary, if, as of the effective date of Employee’s termination of employmentthe Executive's separation from service, he the Executive is a “Specified Employee,specified employee” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due as defined under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all installment payments then, except to the extent that this Agreement does not provide for a “deferral of deferred compensation made hereundercompensation” within the meaning of Code Section 409A of the Code, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other no payments shall be unaffected. All delayed payments made and no benefits shall be accumulated and paid in a lump-sum catch-up payment as provided to the Executive during the period beginning on the date of the first Executive's separation from service and ending on the last day of the seventh-sixth month following separation from service (orafter such date. In no event may the Executive, if earlierdirectly or indirectly, designate the date calendar year of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for any payment under this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established hereinAgreement. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A payments and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest benefits provided under Code Section 409A. In furtherance of this intent, this Agreement shall be interpretedexempt from or comply with the application of the requirements of Code Section 409A, operated and this Agreement shall be construed and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of affects such taxes or interest under Code Section 409A.intent. (cb) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409A, each payment made under this Agreement is intended to be a separate payment. Any taxable benefits or payments provided under the Agreement are intended to qualify for the “short-term deferral” exception to Code Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the separation (severance) pay exceptions to Code Section 409A, to the maximum extent possible. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, and to the extent required to comply with Code Section 409A, if ▇▇. ▇▇▇▇ is a “specified employee,” as determined by the Company in accordance with Code Section 409A, as of the Separation Date, then all installment payments amounts due under the Agreement that constitute a “deferral of deferred compensation made hereundercompensation” within the meaning of Code Section 409A, that are provided as a result of a “separation from service” within the meaning of Code Section 409A, and that would otherwise be paid or pursuant to another plan or arrangementprovided during the first six months following the Separation Date, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated through and paid in a lump-sum catch-up payment as or provided on the first business day that is more than six months after the date of the first day of the seventh-month following separation from service Separation Date (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of ▇▇. ▇▇▇▇ dies during such six-month period, within 90 days after ▇▇. Any portion ▇▇▇▇’▇ death). In no event shall ▇▇. ▇▇▇▇ be permitted, directly or indirectly, to designate the taxable year of payment. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A: (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; and (iii) such payments shall be made on or before the last day of the calendar year following the calendar year in which the expense occurred, or such earlier date as required hereunder. The payments and benefits provided under the Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax, interest, penalties or other monetary amounts under Code Section 409A upon ▇▇. ▇▇▇▇. Although the Company will use its best efforts to avoid the imposition of taxation, interest, penalties or other monetary amounts under Section 409A of the Code, the tax treatment of the benefits hereunder that were provided under the Agreement is not otherwise due to be paid during warranted or guaranteed. None of the six-month period following the termination Ecovyst Companies or their respective directors, officers, executives or advisers shall be paid to the Employee in accordance with the payment schedule established herein. held liable for any taxes, interest, penalties or other monetary amounts owed by ▇▇. ▇▇▇▇ (dor any other individual claiming a benefit through ▇▇. ▇▇▇▇) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes result of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar yearAgreement.”

Code Section 409A. This Agreement is intended to comply, and shall be administered consistently in all respects, with Section 409A of the Internal Revenue Code of 1986, as amended (a) To the “Code”), and the regulations and additional guidance promulgated thereunder to the extent applicable. Accordingly, ▇▇▇▇▇▇ shall have the authority to take any action, or refrain from taking any action, with respect to this Agreement that any is reasonably necessary to ensure compliance with Code Section 409A (provided that ▇▇▇▇▇▇ shall choose the action that best preserves the value of the terms payments and conditions contained herein which were modified by benefits provided to Participant under this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Agreement that is consistent with Code Section 409A), then to and the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, parties agree that this Agreement constitutes an amendment to, and shall be interpreted in a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment that is consistent with such guidance.Code Section 409A. In furtherance, but not in limitation of the foregoing: (a) in no event may Participant designate, directly or indirectly, the calendar year of any payment to be made hereunder; (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he Participant is a “Specified Employee,specified employee” then, only to within the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For purposes meaning of Code Section 409A, all installment payments payments, if any, that constitute a “deferral of deferred compensation made hereunder, or pursuant to another plan or arrangement, compensation” under Code Section 409A and that would otherwise become due during the first six months following Participant’s termination of employment shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period delayed and all other payments shall be unaffected. All such delayed payments shall be accumulated and paid in full in the seventh month after such termination date, provided that the above delay shall not apply to any payment that is excepted from coverage by Code Section 409A, such as a lumppayment covered by the short-sum catch-up payment as term deferral exception described in Treasury Regulations Section 1.409A-1(b)(4); (c) notwithstanding any other provision of the first day this Agreement, a termination, resignation or retirement of the seventh-month following Participant’s employment hereunder shall mean and be interpreted consistent with a “separation from service (or, if earlier, service” within the date meaning of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein.Code Section 409A; (d) The term “Specified Employee” shall mean any person who is a “key employee” (as terms defined in Code this section will have the meanings given such terms under Section 416(i) without regard 409A if and to paragraph (5) thereof)the extent required to comply with Section 409A. Notwithstanding any other provision hereof, as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred ▇▇▇▇▇▇ makes no representations or warranties and will have no liability to below as the “identification period”). If Employee Participant or any other person if any provision of or payment under this Agreement is determined to be a key employee under Code constitute deferred compensation subject to Section 416(i409A but does not satisfy the conditions of Section 409A. Executed effective as of the date first written above. by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Senior Vice President & Chief Human Resources Officer , Participant Assumptions and Calculations (for illustration purposes only): 1. Assume the Participant was granted 36,000 Performance Shares on February 23, 2023. 2. Assume the Normal Vesting Date for the second segment of these Performance Shares is January 24, 2025. On that date 12,000 Performance Shares (36,000 / 3 = 12,000) (without regard vest with respect to paragraph (5) thereof) the two-year Performance Period ending December 31, 2024. 3. Assume the cumulative amount of dividends paid to holders of Common Stock during the identification period he shall be treated as a Specified Employee for purposes eight quarters of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee Performance Period is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year$7.52 per share.”

Code Section 409A. (a) To Notwithstanding anything herein to the extent contrary, this Agreement is intended to be interpreted and applied so that any the payments and benefits set forth herein shall either be exempt from the requirements of Section 409A of the terms Internal Revenue Code of 1986, as amended (the “Code”) or shall comply with the requirements of Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Code Section 409A. The parties hereto agree that the payments and conditions contained benefits set forth herein which were modified by comply with or are exempt from the requirements of Code Section 409A and agree not to take any position, and to cause their affiliates, successors and assigns not to take any position, inconsistent with such interpretation for any reporting purposes, whether internal or external. (b) Notwithstanding anything in this amendment Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute an amendment or modification of the time or manner of payment under a “non-qualified deferred compensation plan compensation” within the meaning of Code Section 409A upon or following a termination of the Employ cc- s employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be treated as the date of termination for purposes of any such payment or benefits. Notwithstanding any other provision of this Agreement to the contrary, if the Employee is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (as defined under 6) months after the Employee’s “separation from service” (within the meaning of Code Section 409A), then to the extent necessary such payment or benefit required under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall not be interpreted, operated and administered in a manner consistent with these intentions, and to paid (or commence) during the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) six-month delay period immediately following the Employee’s separation from serviceservice except as provided in the immediately following sentence. For purposes of Code Section 409AIn such an event, all installment any payments of deferred compensation or benefits that would otherwise have been made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur provided during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination and which would have incurred such additional tax under Code Section 409A shall instead be paid to the Employee in accordance with a lump-sum cash payment on the payment schedule established hereinearlier of (i) the first regular payroll date of the seventh month following the Employee’s separation from service or (ii) the 10th business day following the Employee’s death. (dc) The term “Specified Employee” shall mean It is intended that each installment of any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee severance payments and benefits provided under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he this Agreement shall be treated as a Specified Employee separate “payment” for purposes of Code Section 409A. Neither the Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where applicable, the requirements that (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the 12-month expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement of an eligible expense shall be made promptly and in all cases on or before the last day of the calendar year following the year in which the expense is incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. Notwithstanding anything contained herein to the contrary, if the period in which any general waiver and release of claims may be executed overlaps two calendar years (regardless of when such release is actually executed), then, to the extent required by Code Section 409A, any payments that begins are subject to such general waiver and release of claims that would otherwise be made in such first calendar year shall instead be withheld and paid on the April 1 following first normal payment date in the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular second calendar year. with all remaining payments to be paid as if such delay had not occurred.”” The Agreement, as amended by this Amendment, shall remain in full force and effect, and this Amendment shall be deemed to be incorporated into the Agreement and made a part thereof. Except for the amendments expressly described herein, this Amendment shall not otherwise amend or modify any other provision of the Agreement. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of this Amendment by facsimile or other electronic method of transmission shall be equally effective as delivery of an original executed counterpart of this Amendment.

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A)Wright Medical Technolog▇, then ▇▇▇. Separation Pay Agreement CONFIDENTIAL Page 19 DO NOT COPY 17.8.2.1. Notwithstanding anything else to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86contrary herein, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentmaximum extent permitted, this Agreement shall be interpretedinterpreted to be exempt from Code Section 409A or in compliance therewith, operated and administered as applicable. In furtherance thereof, if payment or provision of any amount or benefit hereunder at the time specified in this Agreement would subject such amount or benefit to any additional tax under Code Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or the provision of such amount or benefit could be made without incurring such additional tax (including paying any severance that is delayed in a manner lump sum upon the earliest possible payment date which is consistent with these intentionsCode Section 409A). In addition, and to the extent that any regulations or other guidance issued under Code Section 409A (after application of the previous provision of this paragraph) would result in the Employee Executive being subject to the payment of interest or any additional income taxes or interest tax under Code Section 409A, the parties agree Company and the Executive agree, to the extent reasonably possible, to amend this Agreement in order to avoid the Agreement to maintain to the maximum extent practicable the original intent imposition of the Agreement while avoiding the application of any such taxes interest or interest additional tax under Code Section 409A.409A, which amendment shall have the least possible economic effect on the Executive as reasonably determined in good faith by the Company and the Executive; provided however, that the Company and the Executive shall not be required to substitute a cash payment for any non-cash benefit herein. (c) Notwithstanding 17.8.2.2. A termination of employment shall not be deemed to have occurred for purposes of any provision in of this Agreement providing for the Agreement to the contrary if, as payment of the effective date of Employee’s any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment, he unless such termination is also a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service” within the meaning of Code Section 409A and the payment thereof prior to a “separation from service” would violate Code Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” 17.8.2.3. For purposes of Code Section 409A, all the Executive’s right to receive any installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee for purposes right to receive a series of separate and distinct payments. Whenever a payment under this Agreement during specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the 12date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, as the case may be. 17.8.2.4. With respect to any payment constituting nonqualified deferred compensation subject to Code Section 409A: (A) all expenses or other reimbursements provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-month period that begins kind benefits shall not be subject to liquidation or exchanged for another benefit. Wright Medical Technolog▇, ▇▇▇. Separation Pay Agreement CONFIDENTIAL Page 20 DO NOT COPY 17.8.2.5. If the Executive is deemed on the April 1 following Date of Termination to be a “specified employee” within the close meaning of such identification period. For purposes that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of determining whether Employee any benefit that is a key employee considered nonqualified deferred compensation under Code Section 416(i409A payable on account of a “separation from service,” such payment or benefit shall be made or provided on the first business day following the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, “compensation” all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall mean Employee’s W-2 compensation as reported by be paid or reimbursed to the Employer Executive in a lump sum on the first business day following the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for a particular calendar yearthem herein.”

Code Section 409A. To the extent applicable, the parties intend that this Agreement shall be interpreted and construed in a manner consistent with the applicable provisions of Code Section 409A, including any regulations or other guidance promulgated thereunder. For purposes thereof: (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of each payment under this Agreement shall be treated as a nonseparate payment; (b) the exclusions for short-qualified term deferrals and payments on account of involuntary termination of employment shall be applied to the fullest extent applicable; (c) payments to be made upon a termination of employment or on account of Executive’s Separation Date that are deemed to constitute deferred compensation plan within the meaning of Code Section 409A shall be made upon Executive’s “separation from service” as determined thereunder; (as defined under d) any reference herein to the termination of Executive’s employment or to Executive’s termination date or words of similar import shall mean and be deemed to refer to the date of his “separation from service” within the meaning of Code Section 409A); (e) if Executive is a “specified employee” within the meaning of Code Section 409A, then payments that are deemed to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such constitute deferred compensation plan, in order to properly modify within the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions meaning of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment that are payable on account of additional taxes and interest under Code Section 409A. In furtherance of this intentExecutive’s separation from service, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest delayed for six months as required under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent and thereafter shall be made when first permitted, without liability for interest or loss of the Agreement while avoiding the application investment opportunity thereon; (f) any amount payable in one of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision two calendar years shall be payable in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), second such year; and (g) all reimbursements and in-kind payments due under this Agreement which are deemed to be hereunder that constitute deferred compensation shall be subject to a six (6) month delay following within the Employee’s separation from service. For purposes meaning of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, 409A shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee made or provide in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close requirements of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar yearsection.”

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86applicable, this Agreement constitutes an amendment toshall be interpreted and applied consistent and in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if at any time you and a new election underthe Company mutually determine that any compensation or benefits payable under this Agreement may not be compliant with or exempt from Section 409A of the Code and related Department of Treasury guidance, the parties shall work together to adopt such deferred amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take such other actions, as the parties determine are necessary or appropriate to (i) exempt such compensation planand benefits from Section 409A of the Code and/or preserve the intended tax treatment of such compensation and benefits, in order or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 9(a) shall not create any obligation on the part of the Company to properly modify the time adopt any such amendment, policy or manner of payment consistent with procedure or take any such guidanceother action. (b) It is intended that To the Agreement shall comply with the provisions of Code extent permitted under Section 409A and of the Treasury regulations relating thereto so as not to subject Employee to the Code, any separate payment of additional taxes and interest or benefit under Code Section 409A. In furtherance of this intent, this Agreement or otherwise shall not be interpreted, operated deemed “nonqualified deferred compensation” subject to Section 409A of the Code and administered in a manner consistent with these intentions, and Section 6(g) hereof to the extent that provided in the exceptions in Treasury Regulation Section 1.409A-l(b)(4), Section 1.409A-l(b)(9) or any regulations other applicable exception or other guidance issued under Code provision of Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A.Code. (c) Notwithstanding any provision in To the extent that compensation or benefits payable under Section 6 of this Agreement to (i) constitute “nonqualified deferred compensation” within the contrary if, as meaning of Section 409A of the effective date Code or (ii) are intended to be exempt from Section 409A of Employee’s the Code under Treasury Regulation Section 1.409A-1(b)(9)(iii), and are designated under this Agreement as payable upon (or within a specified time following) your termination of employment, he is a “Specified Employee,” thensuch compensation or benefits shall, only to the extent required pursuant subject to Section 409A(a)(2)(B)(i)6(g) hereof, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six payable only upon (6or, as applicable, within the specified time following) month delay following the Employee’s your “separation from service. For purposes ” from the Company (within the meaning of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6409A(a)(2)(A)(i) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established hereinCode). (d) The term “Specified Employee” shall mean To the extent that any person who is a “key employee” (as defined in Code payments or reimbursements provided to you under this Agreement are deemed to constitute compensation to which Treasury Regulation Section 416(i1.409A-3(i)(l)(iv) without regard to paragraph (5) thereof)would apply, as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he amounts shall be treated as a Specified Employee for purposes paid or reimbursed to you reasonably promptly, but not later than December 31 of this Agreement during the 12-month period that begins on the April 1 year following the close year in which the expense was incurred. The amount of any such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i)payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, “compensation” and your right to such payments or reimbursement shall mean Employee’s W-2 compensation as reported by the Employer not be subject to liquidation or exchange for a particular calendar yearany other benefit.”

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest payments under Code Section 409A. In furtherance of this intent, this Agreement shall be interpretedexempt from or in compliance with Section 409 A of the Internal Revenue Code of 1986, operated and administered in a manner consistent with these intentionsas amended (the “Code”), and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment provisions of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation construed accordingly. Payments provided hereunder are intended to satisfy the involuntary separation or short term deferral exemptions under 409A. However, in no event shall the Company or an affiliate be subject responsible for any tax or penalty owed by the Executive or beneficiary with regard to a six (6) month delay following the Employee’s separation from servicepayments and benefits provided herein. For purposes of Code Section 409A, all each installment of payments or benefits is intended to be treated as a separate payment, and the terms “employment termination” and ‘‘termination of deferred compensation made hereunderemployment” or terms of like kind are intended to constitute “separation from service” as defined under Code Section 409A. Notwithstanding anything in this Agreement to the contrary, or pursuant if the Executive is determined to another plan or arrangementconstitute a Code Section 409A “Specified Employee” at the time of separation from service, any payments not exempt from Code Section 409A shall be deemed to be separate payments andaggregated and delayed (if then required), accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as on the earlier of the first day of the seventh-seventh month following the Executive’s separation from service (orservice, if earlieror the day after the Executive’s death, the date of death of the Employee) with all such delayed as applicable. Thereafter, any remaining payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the and benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid as if there had been no earlier delay. Notwithstanding anything to the Employee contrary in this Agreement or elsewhere, in the event that the Executive waives the provisions of another severance or change in control agreement or arrangement for this Agreement and such participation in this Agreement is later determined to be a “substitution” (within the meaning of Section 409A) for the benefits under such agreement or arrangement, then any payment or benefit under this Agreement that such Executive becomes entitled to receive during the remainder of the waived term of such agreement or arrangement shall be payable in accordance with the time and form of payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close provisions of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar yearagreement or arrangement.”

Code Section 409A. Payments made pursuant to this Plan and the Agreement are intended to qualify for an exemption from or comply with Section 409A of the Internal Revenue Code of 1986 (a) To “Section 409A”). Notwithstanding any provision in the Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all RSUs granted to Participants who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the RSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any RSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on the terms Participant by Section 409A, and conditions contained herein which were modified the Participant shall have no recourse against the Company or any of its affiliates for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this amendment constitute an amendment Agreement, these provisions shall apply to any payments and benefits otherwise payable to or modification provided to the Participant under this Agreement. For purposes of the time or manner of payment under a non-qualified deferred compensation plan Section 409A, each “payment” (as defined under Code by Section 409A), then to the extent necessary ) made under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpretedconsidered a “separate payment.” In addition, operated for purposes of Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (i) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and administered (ii) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. If the Participant is a “specified employee” as defined in a manner consistent with these intentionsSection 409A (and as applied according to procedures of the Company and its affiliates) as of his separation from service, to the extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code required by Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), no payments due under this Agreement which are deemed to may be deferred compensation shall be subject to a six made until the earlier of: (6i) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventhseventh month following the Participant’s separation from service, or (ii) the Participant’s date of death; provided, however, that any payments delayed during this six-month following separation from service (orperiod shall be paid in the aggregate in a lump sum, if earlierwithout interest, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-the seventh month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established hereinParticipant’s separation from service. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”

Code Section 409A. (a) To the extent that any The intent of the terms parties is that payments and conditions contained herein which were modified by benefits under this amendment constitute an amendment Agreement comply with or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under otherwise be exempt from Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentmaximum extent permitted, this Agreement shall be interpretedinterpreted to be either exempt from or in compliance therewith. In no event whatsoever shall the Company or Employer be liable for any additional tax, operated and administered in a manner consistent interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with these intentions, and Code Section 409A. Notwithstanding any other payment schedule provided herein to the extent contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any regulations or other guidance issued payment under Section 5 that is considered deferred compensation under Code Section 409A would result in payable on account of a “separation from service” shall not be made until the Employee being subject to payment date which is the earlier of additional income taxes or interest under Code Section 409A, (A) the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent expiration of the Agreement while avoiding six (6)-month period measured from the application date of such taxes or interest under Code Section 409A. “separation from service” of Executive, and (cB) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of EmployeeExecutive’s termination of employment, he is a death (the “Specified Employee,” then, only Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 409A(a)(2)(B)(i)5(d) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement which are shall be paid or provided in accordance with the normal payment dates specified for them herein. A termination of employment shall not be deemed to be deferred compensation shall be subject to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a six (6) month delay following the Employee’s 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, all the Executive’s right to receive any installment payments of deferred compensation made hereunder, or payment pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee right to receive a series of separate and distinct payments. Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported 409A be subject to offset by the Employer for a particular calendar year.”any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A. (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. In no event whatsoever will the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit that constitutes “nonqualified deferred compensation” upon or following a termination of employment, unless such termination is also a “separation from service” within the meaning of Code Section 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee and (B) the date of Employee’s death, solely to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Paragraph 19(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment reimbursements or modification of the time or manner of payment other in-kind benefits under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such constitute “nonqualified deferred compensation plan, in order to properly modify the time or manner compensation” for purposes of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain (i) all expense or other reimbursements hereunder shall be made on or prior to the maximum extent practicable the original intent last day of the Agreement while avoiding taxable year following the application of taxable year in which such taxes expenses were incurred by Employee, (ii) any right to reimbursement or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation in-kind benefits shall not be subject to a six liquidation or exchange for another benefit, and (6iii) month delay following no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the Employee’s separation from service. expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Code Section 409A, all Employee’s right to receive installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period is within the sole discretion of the Company. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment or benefit under this Agreement that constitutes “nonqualified deferred compensation” for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported 409A be subject to offset by the Employer for a particular calendar year.”any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A. (a) To the extent The parties hereto intend that any of the terms all benefits and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then payments to be made to the extent necessary under Participant hereunder will be provided or paid to the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, Participant in order to properly modify the time or manner of payment consistent compliance with such guidance. (b) It is intended that the Agreement shall comply with the all applicable provisions of Code Section 409A and the Treasury regulations relating thereto so issued thereunder, and the rulings, notices and other guidance issued by the Internal Revenue Service interpreting the same, and this Agreement shall be construed and administered in accordance with such intent. The parties also agree that this Agreement may be modified, as not to subject Employee reasonably requested by either party, to the payment extent necessary to comply with all applicable requirements of, and to avoid the imposition of any additional taxes tax, interest and interest penalties under, Code Section 409A in connection with, the benefits and payments to be provided or paid to the Participant hereunder. Any such modification shall maintain the original intent and benefit to the Company and the Participant of the applicable provision of this Agreement, to the maximum extent possible without violating Code Section 409A. (b) All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Code Section 409A. In furtherance no event may the Participant, directly or indirectly, designate the calendar year of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to payment. (c) Any payments hereunder that qualify for the extent that any regulations “short-term deferral” exception or other guidance issued another exception under Code Section 409A would result in shall be paid under the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A.applicable exception. (cd) Notwithstanding any provision in the Agreement foregoing or anything to the contrary ifcontained in any other provision of this Agreement, as of if the effective date of Employee’s termination of employment, he Participant is a “Specified Employee,specified employee” then, only to at the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s time of his “separation from service. For purposes ” within the meaning of Code Section 409A, all installment payments then any payment hereunder designated as being subject to Code Section 409A and this Subsection shall not be made until the first business day after (i) the expiration of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as months from the date of the first day of the seventh-month following his separation from service service, or (or, ii) if earlier, the date of his death of (the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to “Delayed Payment Date”). On the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination Delayed Payment Date, there shall be paid to the Employee Participant or, if he has died, to his estate, in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard single cash lump sum, an amount equal to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”the

Code Section 409A. (a) To the extent that any This Agreement is intended to be exempt from Section 409A of the terms Code, as amended and conditions contained will be interpreted in a manner intended to reflect that intention. A. Notwithstanding anything herein which were modified by to the contrary, if any amounts payable pursuant to this amendment constitute an amendment or modification Agreement are determined to be subject to Section 409A of the Code, then with respect to such amounts: (i) if at the time or manner of payment under Employee’s separation from service from Company, Employee is a non-qualified deferred compensation plan (“specified employee” as defined under in Section 409A of the Code Section 409A), then to (and any related regulations or other pronouncements thereunder) and the extent deferral of the commencement of the payment of such amounts on account of such separation from service is necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time prevent any accelerated or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code additional tax under Section 409A and of the Treasury regulations relating thereto so as not to subject Employee to Code, then Company will defer the commencement of the payment of additional taxes any such amounts hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the date that is six months following Employee’s separation from service from the Company (or the earliest date as is permitted under Section 409A of the Code), and interest (ii) each payment of two or more installment payments made under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreteddesignated as a “separate payment” within the meaning of Section 409A of the Code. Any amounts of deferred compensation that are payable by reason of the Employee’s termination of employment shall not be paid unless such termination of employment also constitutes a “separation from service” for purposes of Section 409A of the 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 payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, operated and administered 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 the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. C. To the extent any reimbursements or in-kind benefits due Employee under this Agreement constitutes “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Employee in a manner consistent with these intentions, and to Treas. Reg. Section 1.409A-3(i)(1)(iv). D. The Company shall consult with you in good faith regarding the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent implementation of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes provisions of this Agreement during section; provided that neither the 12-month period that begins on the April 1 following the close Company nor any of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” its employees or representatives shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar yearhave any liability to you with respect thereto.”

Code Section 409A. (a) To Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payments and benefits set forth herein shall either be exempt from the requirements of Code Section 409A or shall comply with the requirements of Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Code Section 409A. The parties hereto agree that the payments and benefits set forth herein comply with or are exempt from the requirements of Code Section 409A and agree not to take any position, and to cause their affiliates, successors and assigns not to take any position, inconsistent with such interpretation for any reporting purposes, whether internal or external. (b) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the terms and conditions contained herein which were modified by this amendment payment of any amounts or benefits that constitute an amendment or modification of the time or manner of payment under a “non-qualified deferred compensation plan compensation” within the meaning of Code Section 409A upon or following a termination of the Employee’s employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be treated as the date of ​ termination for purposes of any such payment or benefits. Notwithstanding any other provision of this Agreement to the contrary, if the Employee is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (as defined under 6) months after the Employee’s “separation from service” (within the meaning of Code Section 409A), then to the extent necessary such payment or benefit required under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall not be interpreted, operated and administered in a manner consistent with these intentions, and to paid (or commence) during the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay 6)-month period immediately following the Employee’s separation from serviceservice except as provided in the immediately following sentence. For purposes of In such an event, any payments or benefits that would otherwise have been made or provided during such six (6)-month period and which would have incurred such additional tax under Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, 409A shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall instead be paid to the Employee in a lump-sum cash payment on the earlier of (i) the first regular payroll date of the seventh (7th) month following the Employee’s separation from service or (ii) the tenth (10th) business day following the Employee’s death. (c) It is intended that each installment of any severance payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Code Section 409A. Neither the Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the payment schedule established hereinrequirements of Code Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where applicable, the requirements that (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement of an eligible expense shall be made promptly and in all cases on or before the last day of the calendar year following the year in which the expense is incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. (d) The term “Specified Notwithstanding anything contained herein to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Employee” shall mean any person who is a “key employee” ’s termination of employment are subject to Employee’s execution and delivery of the Release, (i) if Employee fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Employee’s acceptance of the Release thereafter, Employee shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (ii) in Code Section 416(i) without regard to paragraph (5) thereof)any case where Employee’s date of termination and the last day the Release may be considered or, as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined if applicable, revoked, fall in two separate taxable years, any payments required to be a key employee under Code Section 416(i) (without regard made to paragraph (5) thereof) during Employee that are conditioned on the identification period he shall be Release and are treated as a Specified Employee nonqualified deferred compensation for purposes of this Agreement during Code Section 409A shall be made in the 12-month period that begins on the April 1 following the close of such identification periodlater taxable year. For purposes of determining whether Employee is a key employee under Code this Section 416(i17(d), “compensationRelease Expiration Date” shall mean (x) if Employee is under 40 years old as of the date of termination, the date that is seven (7) days following the date upon which the Company timely delivers the Release to Employee, and (y) if Employee is 40 years or older as of the date of termination, the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Employee, or, in the event that Employee’s W-2 termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Code Section 409A) due under this Agreement as reported by a result of Employee’s termination of employment are delayed pursuant to this Section 17(d), such amounts shall be paid in a lump sum on the Employer for a particular calendar first payroll date following the date that Employee executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 17(d)(ii), on the first payroll period to occur in the subsequent taxable year, if later.”

Code Section 409A. (ai) To the extent that any The intent of the terms parties is that payments and conditions contained herein which were modified by benefits under this amendment constitute an amendment Agreement comply with or modification be exempt from Section 409A of the time or manner of payment under a non-qualified deferred compensation plan Code and the regulations and guidance promulgated thereunder (as defined under Code collectively, “Section 409A)”) and, then accordingly, to the maximum extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentpermitted, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed interpreted to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from servicein compliance therewith or exempt therefrom. For purposes of Code Section 409A, all your right to receive any installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement during providing for the 12-month period that begins payment of 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 and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the April 1 date of termination to be a “specified employee” within the meaning of that term ▇▇. ▇▇▇▇▇▇▇ September 1, 2020 under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified herein as subject to this Section or is otherwise considered “deferred compensation” under Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and is due upon your separation from service, such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of your “separation from service,” and (B) the date of your death (the “Delay Period”) and this Agreement and each such plan, program, payroll practice or equity grant shall hereby be deemed amended accordingly. Upon the first business day following expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) All expenses or other reimbursements paid pursuant to Sections 5(b) or 5(d) hereof or otherwise hereunder that are taxable income to you shall in no event be paid later than the end of the calendar year next following the close calendar year in which you incur such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such identification period. For purposes expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by your taxable year following the Employer for a particular calendar yeartaxable year in which the expense occurred.”

Code Section 409A. (a) To the extent This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the terms Code and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, applicable advice and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidanceregulations issued thereunder. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of Notwithstanding anything in this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary ifcontrary, as the severance payments under Sections 6, 7 and 8, and any other amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the effective date Code and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of employment, he is a will not be payable or distributable to Employee unless (i) the circumstances giving rise to such termination of employment meet any description or definition of “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. For purposes This provision does not prohibit the vesting of Code any amount upon Employee’s termination of employment or the determination of the amounts owed to Employee due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service. (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of a waiver and release of claims, all installment payments of deferred compensation made hereundersuch waiver and release must be executed, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service revocation periods must have expired, within sixty (or, if earlier, 60) days after the date of death termination of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by employment, but the Employer for a particular calendar yearCompany may elect to commence payment at any time during such sixty (60)-day period.”

Code Section 409A. (ai) To the extent that any The intent of the terms parties is that payments and conditions contained herein which were modified by benefits under this amendment constitute an amendment Agreement comply with or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under otherwise be exempt from Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentmaximum extent permitted, this Agreement shall be interpretedinterpreted to be either exempt from or in compliance therewith. In no event whatsoever shall Parent or Employer be liable for any additional tax, operated interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under this Section 1 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and administered (ii) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(d)(ii) shall be paid to the Executive in a manner consistent with these intentionslump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) Notwithstanding anything to the contrary in this Agreement, to the extent that any regulations or other guidance issued under Code Section 409A would result in payments of “nonqualified deferred compensation” (within the Employee being subject to payment meaning of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which as a result of Executive’s termination of employment are deemed subject to Executive’s execution and delivery of a Release Agreement, in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release Agreement and are treated as “nonqualified deferred compensation compensation” (within the meaning of Code Section 409A) shall be subject made in the later taxable year, and any such amounts that are delayed pursuant to this Section 1(d)(iv) shall be paid in a six lump sum on the first payroll period to occur in the subsequent taxable year. (6v) month delay To the extent, if any, that the aggregate amount of the installments of the severance payment that would otherwise be paid pursuant to Section 1(c) after March 15 of the calendar year following the Employee’s separation from servicecalendar year in which the Separation occurs (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Executive in a lump sum on the Applicable March 15 (or the first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and the installments of the severance payment payable after the Applicable March 15 shall be reduced by such excess (beginning with the installment first payable after the Applicable March 15 and continuing with the next succeeding installment until the aggregate reduction equals such excess). For purposes of Code Section 409A, all the Executive’s right to receive any installment payments of deferred compensation made hereunder, or payment pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee right to receive a series of separate and distinct payments. (vi) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported 409A be subject to offset by the Employer for a particular calendar year.”any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A. (a) To the extent that any The intent of the terms parties is that payments and conditions contained herein which were modified by benefits under this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Agreement comply with Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating and guidance promulgated thereunder (collectively “Section 409A”) including the exceptions thereto so as not to subject Employee and, accordingly, to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentmaximum extent permitted, this Agreement shall be interpretedinterpreted to be in compliance therewith, operated and administered any payments hereunder shall be made upon an event and in a manner consistent that complies with these intentionsSection 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, and each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement in connection with a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. The Company shall be entitled to amend this Agreement to comply and/or clarify a payments compliance with Section 409A (or an exemption therefrom), provided, however, to the extent that any regulations or other guidance issued under Code Section 409A would result provision hereof is modified, such modification shall be made in the Employee being subject to payment of additional income taxes or interest under Code Section 409Agood faith and shall, the parties agree to amend the Agreement to maintain to the maximum extent practicable reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the Agreement while avoiding applicable provision without violating the application provisions of such taxes or interest under Code Section 409A. (c) 409A. Notwithstanding any provision anything in the Agreement to the contrary ifcontrary, in no event whatsoever shall the Company be liable for any tax, interest or penalty that may be imposed on ▇▇▇▇▇▇ under Section 409A or any damages for failing to comply with Section 409A. (b) Notwithstanding anything in this Agreement to the contrary, if any payment or benefit provided to ▇▇▇▇▇▇ in connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and ▇▇▇▇▇▇ is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (Termination Date or, if earlier, on ▇▇▇▇▇▇’▇ death (the date “Specified Employee Payment Date”). The aggregate of death of any payments that would otherwise have been paid before the EmployeeSpecified Employee Payment Date shall be paid (without interest) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate ▇▇▇▇▇▇ in effect a lump sum on the first day Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. (c) To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (a) the amount of such sixexpenses eligible for reimbursement, or in-month period. Any portion of kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits hereunder that were not otherwise due to be paid during the six-month period following the termination provided, in any other calendar year; (b) any reimbursement of an eligible expense shall be paid to ▇▇▇▇▇▇ on or before the Employee last day of the calendar year following the calendar year in accordance with which the payment schedule established herein. expense was incurred; and (dc) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard right to paragraph (5) thereof), as determined by the Bank based upon the 12reimbursements or in-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee kind benefits under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer not be subject to liquidation or exchange for a particular calendar yearanother benefit.”

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86applicable, this Agreement constitutes an amendment toshall be interpreted and applied consistent and in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if at any time you and a new election underthe Company mutually determine that any compensation or benefits payable under this Agreement may not be compliant with or exempt from Section 409A of the Code and related Department of Treasury guidance, the parties shall work together to adopt such deferred amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take such other actions, as the parties determine are necessary or appropriate to (i) exempt such compensation planand benefits from Section 409A of the Code and/or preserve the intended tax treatment of such compensation and benefits, in order or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 9(a) shall not create any obligation on the part of the Company to properly modify the time adopt any such amendment, policy or manner of payment consistent with procedure or take any such guidanceother action. (b) It is intended that To the Agreement shall comply with the provisions of Code extent permitted under Section 409A and of the Treasury regulations relating thereto so as not to subject Employee to the Code, any separate payment of additional taxes and interest or benefit under Code Section 409A. In furtherance of this intent, this Agreement or otherwise shall not be interpreted, operated deemed “nonqualified deferred compensation” subject to Section 409A of the Code and administered in a manner consistent with these intentions, and Section 6(f) hereof to the extent that provided in the exceptions in Treasury Regulation Section 1.409A-l(b)(4), Section 1.409A-l(b)(9) or any regulations other applicable exception or other guidance issued under Code provision of Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A.Code. (c) Notwithstanding any provision in To the extent that compensation or benefits payable under Section 6 of this Agreement to (i) constitute “nonqualified deferred compensation” within the contrary if, as meaning of Section 409A of the effective date Code or (ii) are intended to be exempt from Section 409A of Employee’s the Code under Treasury Regulation Section 1.409A-1(b)(9)(iii), and are designated under this Agreement as payable upon (or within a specified time following) your termination of employment, he is a “Specified Employee,” thensuch compensation or benefits shall, only to the extent required pursuant subject to Section 409A(a)(2)(B)(i)6(f) hereof, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six payable only upon (6or, as applicable, within the specified time following) month delay following the Employee’s your “separation from service. For purposes ” from the Company (within the meaning of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6409A(a)(2)(A)(i) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established hereinCode). (d) The term “Specified Employee” shall mean To the extent that any person who is a “key employee” payments or reimbursements provided to you under this Agreement are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(l )(as defined in Code Section 416(iiv) without regard to paragraph (5) thereof)would apply, as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he amounts shall be treated as a Specified Employee for purposes paid or reimbursed to you reasonably promptly, but not later than December 31 of this Agreement during the 12-month period that begins on the April 1 year following the close year in which the expense was incurred. The amount of any such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i)payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, “compensation” and your right to such payments or reimbursement shall mean Employee’s W-2 compensation as reported by the Employer not be subject to liquidation or exchange for a particular calendar yearany other benefit.”

Code Section 409A. Notwithstanding any provision to the contrary, to the maximum extent permitted, all provisions of this Agreement shall be construed, interpreted and administered to be in compliance with, or exempt from, Section 409A of the internal Revenue Code of 1986, as amended (a) To “Code Section 409A”). If necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Code Section 409A or the regulations thereunder. A right of any Entergy System Company, if any, to offset or otherwise reduce any sums that may be due or become payable by an Entergy System Company to you by any overpayment or indebtedness shall be subject to limitations imposed by Code Section 409A. Notwithstanding anything herein to the contrary: (i) if at the time of your termination of employment you are a “specified employee” as defined in Code Section 409A and the deferral of the terms and conditions contained herein which were modified by this amendment constitute 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 Code Section 409A, then an amendment or modification Entergy System Company will defer the commencement of the time payment of any such payments or manner benefits hereunder until the date that is six (6) months and one (1) day following your termination of payment under a non-qualified deferred compensation plan employment (or the earliest date as defined is permitted under Code Section 409A), then ; (ii) to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, required in order to properly modify the time avoid accelerated or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest tax under Code Section 409A, the parties agree you shall not be considered to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee have terminated employment for purposes of this Agreement and no payment shall be due to you under this Agreement until you would be considered to have incurred a “separation from service” from your Employer within the meaning of Code Section 409A; and (iii) each amount to be paid or benefit to be provided to you pursuant to this Agreement that constitutes deferred compensation subject to Code Section 409A shall be construed as a separate identified payment for purposes of Code Section 409A. Neither any Entergy System Company nor any of their respective employees or representatives shall have any liability to you with respect to taxes or penalties imposed in regard to Code Section 409A; you acknowledge that you shall be solely responsible for any taxes or penalties imposed in regard to Code Section 409A. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (A) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (B) the amount of expenses eligible for reimbursement, or of in-kind benefits, provided during any taxable year shall not affect the 12amount of expenses eligible for reimbursement, or in-month kind benefits to be provided, in any other taxable year, provided that the foregoing clause (B) shall not be violated without regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period that begins the arrangement is in effect and (C) such payment shall be made on or before the April 1 last day of your taxable year following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by taxable year in which the Employer for a particular calendar yearexpense occurred.”

Code Section 409A. (a) To Notwithstanding the extent that any other provisions hereof, this Plan is intended to comply with the requirements of Section 409A of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A)Code, then to the extent necessary applicable, and this Plan shall be interpreted to avoid any penalty sanctions under Section 409A of the Code. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A of the Code and, if necessary, any such provision shall be deemed amended to comply with Section 409A of the Code and regulations thereunder. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. Notwithstanding anything contained herein, the Company makes no representations that the payments and benefits provided under the transitional guidance Plan comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by or imposed upon a Participant for failure to comply with, or satisfy and exemption from, Section 409A of the Code. All payments to be made upon a termination of employment under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such that are deferred compensation planmay only be made upon a “separation from service” under Section 409A of the Code. To the maximum extent permitted under Section 409A of the Code, in order the Severance Benefits payable under this Plan are intended to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest “short-term deferral exception” under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentionsTreas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the extent that “separation pay exception” under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii); provided, however, any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent portion of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which Severance Benefits that are deemed to be deferred compensation shall be subject payable to a six (6) month delay following the Employee’s Participant upon or in connection with a separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall service and would be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur paid during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid Participant’s Date of Termination that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the Employee in accordance requirements of Section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of the Participant’s separation from service, the Company’s (or any entity required to be aggregated with the payment schedule Company under Section 409A of the Code) stock is publicly-traded on an established herein. (d) The term “Specified Employee” shall mean any person who securities market or otherwise and the Participant is a “key specified employee” (as defined in Section 409A of the Code Section 416(iand determined in the sole discretion of the Company (or any successor thereto) without regard to paragraph in accordance with the Company’s (5or any successor thereto) thereof“specified employee” determination policy), as determined by then the Bank based upon Company shall postpone the 12-commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period ending following the Participant’s Date of Termination with the Company (or any successor thereto) for six (6) months following the Participant’s Date of Termination with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to the Participant within ten (10) days following the date that is six (6) months following the Participant’s Date of Termination with the Company (or any successor thereto) and any remaining installments shall continue to be paid to the Participant on each December 31st their original schedule. If the Participant dies during such six (such 12-6) month period and prior to the payment of the portion of the Excess Amount that is referred to below as the “identification period”). If Employee is determined required to be delayed on account of Section 409A of the Code, such Excess Amount shall be paid to the personal representative of the Participant’s Beneficiary within sixty (60) days after the Participant’s death. In no event may a key employee Participant, directly or indirectly, designate the calendar year of payment. For purposes of Section 409A of the Code, each payment made under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he this Plan shall be treated as a Specified Employee for purposes separate payment. To the extent that any in-kind benefits or reimbursements payable pursuant to the Plan are subject to Section 409A of this Agreement during the 12Code: (a) any such in-month period that begins on kind benefits or reimbursements will be provided or paid no later than December 31 of the April 1 year following the close year in which the expense was incurred, (b) the amount of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i)expenses eligible for reimbursement, “compensation” shall mean Employee’s W-2 compensation as reported by or in-kind benefits, provided during any year will not affect the Employer expenses eligible for a particular calendar reimbursement, or in-kind benefits to be provided, in any subsequent year, and (c) the right to the in-kind benefits or reimbursement will not be subject to liquidation or exchange for another benefit.”

Code Section 409A. (a) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulation Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments provided under the Plan shall be exempt from, or comply with, the requirements of Section 409A of the Code. (b) To the extent required by Section 409A of the Code, all references to “termination of employment,” “Qualified Termination of Employment” and correlative phrases for purposes of the Plan shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein). (c) To the extent that (1) any of payments or benefits to which the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary Participant becomes entitled under the transitional guidance Plan, or under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation any other plan, program or agreement maintained by the Company, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply connection with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of EmployeeParticipant’s termination of employment, he employment with the Company constitute deferred compensation subject to Section 409A of the Code and (2) the Participant is deemed at the time of such termination of employment to be a “Specified Employee,specified employee” thenunder Section 409A of the Code, only to then such payments or benefits shall not be made or commence until the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six earliest of (6A) month delay following the Employee’s separation from service. For purposes expiration of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral and one day period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as measured from the date of the first day of the seventh-month following Participant’s separation from service (or, if earlier, as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein) from the Company; or (B) the date of the Participant’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Participant, including (without limitation) the additional twenty percent (20%) tax for which the Participant would otherwise be liable under Code Section 409A(a)(1)(B) in the absence of such deferral. Upon the expiration of the Employeeapplicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) with all such delayed payments being credited with interest (compounded monthly) for in the absence of this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination paragraph shall be paid to the Employee Participant or the Participant’s beneficiary in one lump sum. For the purposes of this Section 7.1(c), the term “specified employee” means an individual determined by the Company to be a specified employee under Treasury Regulation Section 1.409A-1(i) in accordance with the payment schedule established hereinpolicies of the Company. (d) The term “Specified Employee” shall mean To the extent any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by expense reimbursement or the Bank based upon provision of any in-kind benefit under the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee Plan is determined to be a key employee under Code subject to Section 416(i) 409A of the Code, the amount of any such 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 taxable year (without regard except for any lifetime or other aggregate limitation applicable to paragraph (5) thereof) during medical expenses), in no event shall any expenses be reimbursed after the identification period he shall be treated as a Specified Employee for purposes last day of this Agreement during the 12-month period that begins on the April 1 calendar year following the close calendar year in which the Participant incurred such expenses, and in no event shall any right to reimbursement or the provision of such identification period. For purposes any in-kind benefit be subject to liquidation or exchange for another benefit. (e) In no event may Participant, directly or indirectly, designate the calendar year of determining whether Employee is a key employee any payment under Code Section 416(i), “compensation” this Plan. (f) Nothing contained in this Plan shall mean Employee’s W-2 compensation as reported constitute any representation or warranty by the Employer for a particular calendar yearCompany regarding compliance with Section 409A. The Company has no obligation to take any action to prevent the assessment of any penalty tax under Section 409A on any person and none of the Company or its Affiliates, or any of their employees or representatives shall have any liability to the Participant with respect thereto.”

Code Section 409A. (a) Notwithstanding the foregoing, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to “specified employees”, any payment on account of the Executive’s separation from service that would otherwise be due hereunder and which is subject to the requirements of Code Section 409A that is payable within six (6) months after such separation shall nonetheless be delayed until the first business day of the seventh month following the Executive’s date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, plus interest on any delayed payments at the prime rate of interest published in the Wall Street Journal effective as of the date of termination. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of his/her voluntary termination (with or without Good Reason) or his/her termination by the Company without Cause unless he would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). b) This Agreement is intended to be exempt from or comply with the requirements of Section 409A of the Code and regulations promulgated thereunder (“Section 409A”). To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, provision in this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order is ambiguous as to properly modify the time or manner of payment consistent its compliance with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of provision shall be read in such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), manner so that no payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6an “additional tax” as defined in Section 409A(a)(1)(B) month delay following of the Employee’s separation from serviceCode. For purposes of Code Section 409A, all installment payments of deferred compensation each payment made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for under this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee for purposes separate payment. In no event may the Executive, directly or indirectly, designate the calendar year of payment. c) All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the 12-month Executive’s lifetime (or during a shorter period that begins of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the April 1 last day of the calendar year following the close of such identification period. For purposes of determining whether Employee year in which the expense is a key employee under Code Section 416(i)incurred, “compensation” shall mean Employee’s W-2 compensation as reported by and (iv) the Employer right to reimbursement is not subject to liquidation or exchange for a particular calendar yearanother benefit.”

Code Section 409A. (a) To Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payments and benefits set forth herein shall either be exempt from the requirements of Code Section 409A or shall comply with the requirements of Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Code Section 409A. The parties hereto agree that the payments and benefits set forth herein comply with or are exempt from the requirements of Code Section 409A and agree not to take any position, and to cause their affiliates, successors and assigns not to take any position, inconsistent with such interpretation for any reporting purposes, whether internal or external. (b) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the terms and conditions contained herein which were modified by this amendment payment of any amounts or benefits that constitute an amendment or modification of the time or manner of payment under a “non-qualified deferred compensation plan compensation” within the meaning of Code Section 409A upon or following a termination of Employee’s employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be treated as the date of termination for purposes of any such payment or benefits. Notwithstanding any other provision of this Agreement to the contrary, if Employee is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (as defined under 6) months after Employee’s “separation from service” (within the meaning of Code Section 409A), then to the extent necessary such payment or benefit required under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid (or commence) during the six-month period immediately following Employee’s separation from service except as provided in the termination immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to the Employee in accordance with a lump-sum cash payment on the payment schedule established hereinearlier of (i) the first regular payroll date of the seventh month following Employee’s separation from service or (ii) the 10th business day following Employee’s death. (dc) The term “Specified Employee” shall mean It is intended that each installment of any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee severance payments and benefits provided under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he this Agreement shall be treated as a Specified Employee separate “payment” for purposes of Code Section 409A. Neither Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where applicable, the requirements that (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the 12-month expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement of an eligible expense shall be made promptly and in all cases on or before the last day of the calendar year following the year in which the expense is incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. Notwithstanding anything contained herein to the contrary, if the period in which the Release may be executed overlaps two calendar years (regardless of when such Release is actually executed), then, to the extent required by Code Section 409A, any payments that begins are subject to such Release that would otherwise be made in such first calendar year shall instead be withheld and paid on the April 1 following first normal payment date in the close of second calendar year with all remaining payments to be paid as if such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar yeardelay had not occurred.”

Code Section 409A. (a) Although the Company makes no guarantee with respect to the tax treatment of payments hereunder, this Agreement is intended to either comply with, or be exempt from, the requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Code Section 409A”). To the extent that this Agreement is not exempt from the requirements of Code Section 409A, this Agreement is intended to comply with the requirements of Code Section 409A and shall be limited, construed and interpreted in accordance with such intent. If any provision of this Agreement would cause the terms and conditions contained herein which were modified by this amendment constitute an amendment Executive to incur any additional tax or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined interest under Code Section 409A)409A and modifying it would avoid such additional tax or interest, then the Company shall, upon the Executive’s specific request and after consulting with the Executive, use its reasonable business efforts to in good faith reform such provision; provided, that any such modification shall not increase the economic burden to the Company and shall, to the maximum extent necessary under practicable, maintain the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, original intent and a new election under, such deferred compensation plan, in order economic benefit to properly modify the time or manner Executive of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with applicable provision without violating the provisions of Code Section 409A and the Treasury regulations relating thereto so as 409A. (b) A termination of employment shall not be deemed to subject Employee to have occurred for purposes of any provision of this Agreement providing for the payment of additional taxes and interest any amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean Separation from Service. If the Executive is deemed on the Executive’s Date of Termination to be a “specified employee”, within the meaning of that term under Code Section 409A. In furtherance 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s Separation from Service and (ii) the date of the Executive’s death. On the first day of the seventh month following the date of the Executive’s Separation from Service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this intentSection 23(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due to the Executive under this Agreement shall be interpreted, operated and administered paid or provided in a manner consistent accordance with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to normal payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A.dates specified for them herein. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due If under this Agreement which are deemed Agreement, an amount is to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For paid in two or more installments, for purposes of Code Section 409A, all each installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be treated as a separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established hereinpayment. (d) The term “Specified Employee” To the extent any reimbursement of costs and expenses provided for under this Agreement constitutes taxable income to the Executive for Federal income tax purposes, such reimbursements shall mean be made no later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. (e) With regard to any person who is a “key employee” (provision herein that provides for reimbursement of expenses or in-kind benefits, except as defined in permitted by Code Section 416(i409A, (i) without the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to paragraph expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (5f) thereof)Whenever a payment under this Agreement specifies a payment period with reference to a number of days, as determined by the Bank based upon actual date of payment within the 12-month specified period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes within the sole discretion of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar yearCompany.”

Code Section 409A. (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. In no event whatsoever will the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit that constitutes “nonqualified deferred compensation” upon or following a termination of employment, unless such termination is also a “separation from service” within the meaning of Code Section 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the {{Int_es_:signer1:initials}} 493423 SREV six (6)-month period measured from the date of such “separation from service” of Employee and (B) the date of Employee’s death, solely to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Paragraph 19(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment reimbursements or modification of the time or manner of payment other in-kind benefits under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such constitute “nonqualified deferred compensation plan, in order to properly modify the time or manner compensation” for purposes of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain (i) all expense or other reimbursements hereunder shall be made on or prior to the maximum extent practicable the original intent last day of the Agreement while avoiding taxable year following the application of taxable year in which such taxes expenses were incurred by Employee, (ii) any right to reimbursement or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation in-kind benefits shall not be subject to a six liquidation or exchange for another benefit, and (6iii) month delay following no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the Employee’s separation from service. expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Code Section 409A, all Employee’s right to receive installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period is within the sole discretion of the Company. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment or benefit under this Agreement that constitutes “nonqualified deferred compensation” for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported 409A be subject to offset by the Employer for a particular calendar year.”any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A. (ai) Notwithstanding the foregoing, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to “specified employees”, any payment on account of the Executive’s separation from service that would otherwise be due hereunder and which is subject to the requirements of Code Section 409A that is payable within six (6) months after such separation shall nonetheless be delayed until the first business day of the seventh month following the Executive’s date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, plus interest on any delayed payments at the prime rate of interest published in the Wall Street Journal effective as of the date of termination. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of his/her voluntary termination or his/her termination by the Company without cause unless he/she would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). (ii) This Agreement is intended to be exempt from or comply with the requirements of Section 409A of the Code and regulations promulgated thereunder (“Section 409A”). To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, provision in this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order is ambiguous as to properly modify the time or manner of payment consistent its compliance with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of provision shall be read in such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), manner so that no payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6an “additional tax” as defined in Section 409A(a)(1)(B) month delay following of the Employee’s separation from serviceCode. For purposes of Code Section 409A, all installment payments of deferred compensation each payment made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for under this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee for purposes separate payment. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (iii) All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the 12-month Executive’s lifetime (or during a shorter period that begins of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the April 1 last day of the calendar year following the close of such identification period. For purposes of determining whether Employee year in which the expense is a key employee under Code Section 416(i)incurred, “compensation” shall mean Employee’s W-2 compensation as reported by and (iv) the Employer right to reimbursement is not subject to liquidation or exchange for a particular calendar yearanother benefit.”

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) ​ It is intended that the any amounts payable under this Agreement shall either be exempt from or comply with the provisions of Code Section 409A and (including the Treasury regulations and other published guidance relating thereto thereto) (“Code Section 409A”) so as not to subject Employee the Executive to the payment of any additional taxes and tax, penalty or interest imposed under Code Section 409A. In furtherance The provisions of this intent, this Agreement shall be construed and interpreted, operated and administered in a manner consistent with these intentionsif necessary modified or reformed (including any modification or reformation regarding the timing and amount of any payment) to avoid the imputation of any such additional tax, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes penalty or interest under Code Section 409A, the parties agree to amend the Agreement to maintain 409A yet preserve (to the maximum nearest extent practicable reasonably possible) the original intent intended benefit payable to the Executive. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Agreement while avoiding payment of any amounts or benefits that the application of such taxes or interest Company determines may be considered nonqualified deferred compensation under Code Section 409A. (c) Notwithstanding 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A, and, for purposes of any such provision in the Agreement of this Agreement, references to the contrary if, as of the effective date of Employee’s a “termination,” “termination of employment” or like term, he and the timing thereof, shall mean such a separation from service. Notwithstanding any other provision of this Agreement, in the event the Executive is a “Specified Employee,specified employee” thenas defined in Code Section 409A on the date the Executive incurs a separation from service, only as so defined, to the extent required pursuant to by Code Section 409A(a)(2)(B)(i)409A, payments due under this Agreement and benefits hereunder to which are deemed Code Section 409A would apply may not commence to be deferred compensation shall be subject to a six (6) the Executive until the earlier of the first day of the seventh month delay following the Employeemonth that includes the Executive’s separation from serviceservice (as defined in Code Section 409A) or the date of the Executive’s death and any delayed payments and benefits shall be paid and provided in the aggregate, without interest, no later than ten (10) days following such date. For purposes of Code Section 409A, all installment the Executive’s right to receive the payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes right to receive a series of separate and distinct payments and benefits. Whenever a payment or benefit hereunder specifies a payment or benefit period with reference to a number of days, the actual date of payment or benefit within the specified period shall be within the sole discretion of the Company. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Plan, to the extent such payment is subject to Code Section 409A. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under are determined to constitute deferred compensation subject to Code Section 416(i)409A, “compensation” but do not satisfy an exemption from, or the conditions of, Code Section 409A. Any terms of this Agreement that are undefined or ambiguous shall mean Employee’s W-2 compensation as reported be interpreted by the Employer Company in its discretion in a manner that complies with Code Section 409A to the extent necessary to comply therewith. If for any reason any provision of this Agreement does not accurately reflect its intended establishment of an exemption from or compliance with Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from or compliance with Code Section 409A and shall be interpreted by the Company in a particular calendar year.”manner consistent with such intent, as determined in the discretion of the Company. ​ ​ ​ ​

Code Section 409A. (a) To Although Ascena does not guarantee to the extent that Executive any of particular tax treatment relating to the payments and benefits paid in accordance with the terms and conditions contained herein which were modified by of this amendment constitute an amendment or modification Agreement, it is the intent of the time parties that payments and benefits under this Agreement comply with or manner be exempt from Section 409A of payment under a non-qualified deferred compensation plan the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (as defined under collectively “Code Section 409A)”) and, then accordingly, to the maximum extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentpermitted, this Agreement shall be interpreted, operated and administered interpreted to be in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the compliance therewith. The parties agree to amend reasonably cooperate to take all further actions necessary to satisfy the Agreement to maintain to the maximum extent practicable the original intent requirements of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (cb) Notwithstanding A termination of employment shall not be deemed to have occurred for purposes of any provision in of this Agreement providing for the Agreement payment of any amounts or benefits that are considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to the contrary if, as of the effective date of Employee’s a “termination,” “termination of employment, he ” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “Specified Employee,specified employee” thenwithin the meaning of that term under Code Section 409A(a)(2)(B), only then with regard to any payment or the providing of any benefit made subject to this Section 11(b), to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service,” and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to Section 409A(a)(2)(B)(i)this provision (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum on the first business day following the end of the Delay Period, and any remaining payments and benefits due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee or provided in accordance with the normal payment schedule established dates specified for them herein. (dc) The term “Specified Employee” All expenses or other reimbursements paid pursuant to this Agreement that are taxable income to the Executive shall mean be paid at the time provided by Ascena’s applicable policies and customary practices, but in no event shall be paid later than the end of the calendar year next following the calendar year in which the Executive incurs such expense. With regard to any person who is a “key employee” provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (as defined i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 416(i105(b) without regard solely because such expenses are subject to paragraph a limit related to the period the arrangement is in effect and (5iii) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he payments shall be treated as a Specified Employee for purposes made on or before the last day of this Agreement during the 12-month period that begins on the April 1 Executive’s taxable year following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by taxable year in which the Employer for a particular calendar yearexpense occurred.”

Code Section 409A. (a) To the extent The parties intend that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment toand the payments and benefits provided hereunder, and a new election underincluding, such deferred compensation planwithout limitation, in order those provided pursuant to properly modify Section 7 hereof, be exempt from the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions requirements of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), -- 23525-0001/LEGAL22099915.8 the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement, the parties intend that this Agreement and interest any payments and benefits hereunder comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. In furtherance of this intentNotwithstanding anything herein to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with these such intentions; provided, however, that nothing herein shall be construed as guarantying Employee a particular tax result whether under Code Section 409A or any other provision of the Code (or the regulations and other guidance thereunder). Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary: (a) To the extent Code Section 409A is applicable to this Agreement, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment (or termination of the Service Period) unless such termination constitutes a "separation from service" within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder (a "Separation from Service"), and, for purposes of any such provision of this Agreement, references to "terminate," "termination," "termination of employment," "resigns" and like terms shall mean Separation from Service. (b) If Employee is a "specified employee" within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Employee's Separation from Service, Employee shall not be entitled to any payment or benefit on account of Employee's Separation from Service, until the earlier of (i) the date which is six months after Employee's Separation from Service for any reason other than death or (ii) the date of Employee's death. The provisions of this paragraph shall only apply if, and to the extent that extent, required to avoid the imputation of any regulations tax, penalty or other guidance issued under interest pursuant to Code Section 409A would result on Employee. Any amounts otherwise payable to Employee upon or in the Employee being subject to payment six month period following Employee's Separation from Service that are not so paid by reason of additional income taxes or interest under Code this Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c12(b) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a paid (without interest) as soon as practicable (and in any event within 30 days) after the date that is six (6) month delay following the months after Employee’s separation 's Separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service Service (or, if earlier, as soon as practicable, and in any event within 30 days, after the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein's death). (dc) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without With regard to paragraph any provision in this Agreement, including, without limitation, Section 6 hereof, that provides for reimbursement of expenses or in-kind benefits, except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a "deferral of compensation," within the meaning of Treasury Regulation Section 1.409A-1(b) (5) thereofincluding without limitation by reason of the safe harbor set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii), as determined by the Bank based upon Company in its reasonable good faith discretion), (i) the 12right to reimbursement or in-month period ending on each December 31st kind benefits shall not be subject to liquidation or exchange for another benefit, (such 12ii) the amount of expenses eligible for reimbursement, or in-month period is referred to below as kind benefits provided, during any taxable year shall not affect the “identification period”). If Employee is determined expenses eligible for reimbursement, or in-kind benefits to be a key employee under Code Section 416(iprovided, in any other taxable year, and (iii) (without regard to paragraph (5) thereof) during the identification period he such payments shall be treated as a Specified Employee for purposes made on or before the last day of this Agreement during the 12-month period that begins on the April 1 Employee's taxable year following the close of such identification periodtaxable year in which the expense occurred. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”-- 23525-0001/LEGAL22099915.8

Code Section 409A. (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (together with the regulations and guidance promulgated thereunder, “Code Section 409A”), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any of the terms and conditions contained herein which were provision hereof is modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under in order to comply with Code Section 409A), then such modification shall be made in good faith and shall, to the maximum extent necessary under reasonably possible, maintain the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, original intent and a new election under, such deferred compensation plan, in order economic benefit to properly modify the time or manner parties hereto of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with applicable provision without violating the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentno event whatsoever shall the Company be liable for any additional tax, this Agreement shall interest or penalty that may be interpreted, operated and administered in a manner consistent with these intentions, and to imposed on the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Executive by Code Section 409A. (cb) Notwithstanding A termination of employment shall not be deemed to have occurred for purposes of any provision in of this Agreement providing for the Agreement payment of any amounts or benefits constituting deferred compensation under Code Section 409A upon or following a termination of employment unless such termination of employment is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a termination of employment or like terms shall mean “separation from service.” If the contrary ifExecutive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), as then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following period measured from the Employee’s date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 9(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified herein. (c) All expenses or other reimbursements under this Agreement 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 the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (d) For purposes of Code Section 409A, all the Executive’s right to receive any installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty (60) days”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar yearor otherwise.”

Code Section 409A. (a) The intent of the parties is that payments and benefits under this Agreement that constitute deferred compensation shall be exempt from, or, if that is not possible, then shall comply with, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance with such intent. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit that constitutes deferred compensation upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation subject to Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment reimbursements or modification of the time or manner of payment other in-kind benefits under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such constitute “nonqualified deferred compensation plan, in order to properly modify the time or manner compensation” for purposes of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain (A) all such expenses or other reimbursements hereunder shall be made on or prior to the maximum extent practicable the original intent last day of the Agreement while avoiding taxable year following the application of taxable year in which such taxes expenses were incurred by the Executive, (B) any right to such reimbursement or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation in-kind benefits shall not be subject to a six liquidation or exchange for another benefit, and (6C) month delay following no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the Employee’s separation from service. expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Code Section 409A, all the Executive’s right to receive any installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported 409A be subject to offset by the Employer for a particular calendar year.”any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A. (ai) To the extent that any The intent of the terms parties is that payments and conditions contained herein which were modified by benefits under this amendment constitute an amendment Agreement comply with or modification otherwise be exempt from Section 409A of the time Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or manner in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of payment under termination to be a non-qualified deferred compensation plan (as defined “specified employee” within the meaning of that term under Code Section 409A409A(a)(2)(B) and Treasury Regulations Section 1.409A-1(i), then any payment under this Agreement that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (A) the first date after the date of expiration of the six (6) month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death (the “Delay Period”) to the extent necessary required under Code Section 409A. Within ten (10) days following the transitional guidance expiration of the Delay Period, all payments delayed pursuant to this Section 3(f) shall be paid to Executive in a lump sum, and all remaining payments due under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, shall be paid or provided in order to properly modify accordance with the time or manner of normal payment consistent with such guidancedates specified for them herein. (biii) It is intended that A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Agreement shall comply with payment of any amounts or benefits upon or following a termination of employment (but only to the extent such amounts or benefits are subject to the provisions of Code Section 409A and 409A) unless such termination is also a “separation from service” from the Treasury regulations relating thereto so as not to subject Employee to Company within the payment meaning of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject and Treasury Regulations Section 1.409A-1(h) and, for purposes of any such provision of this Agreement, references to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s a “termination,” “termination of employment, he is a ” or like terms shall mean “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. .” (iv) For purposes of Code Section 409A, all Executive’s right to receive any installment payments of deferred compensation made hereunder, or payment pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee right to receive a series of separate and distinct payments. (v) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. For the avoidance of doubt, any payment due under this Agreement within a period following Executive’s termination of employment or other event, shall be made on a date during such period as determined by the 12-month period Company in its sole discretion, and in accordance with Code Section 409A. (vi) With regard to any provision herein that begins provides for reimbursement of costs and expenses or in kind benefits, except as permitted by Code Section 409A, (A) the right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit, (B) the amount of expenses eligible for reimbursement, or in kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other taxable year, and (C) such payments shall be made on or before the April 1 last day of Executive’s taxable year following the close of such identification period. For purposes of determining whether Employee is a key employee under Code taxable year in which the expense occurred, all in accordance with Treasury Regulations Section 416(i1.409A-3(i)(1)(iv), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”

Code Section 409A. (a) To The Parties agree that this Agreement and the extent that any rights granted to the Executive hereunder are intended to meet the requirements of paragraphs (2), (3) and (4) of Section 409A(a)(1)(A) of the terms and conditions contained herein which were modified Code (the “409A Requirements”). Accordingly, the Parties agree that during the period ending on December 31, 2008 (or such later date as set forth by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86for good faith compliance with guidance relating to Section 409A of the Code), the Parties agree that they shall negotiate in good faith to revise any provisions of this Agreement constitutes an amendment tothat might otherwise fail to meet the requirements of paragraphs (2), (3) and a new election under(4) of Section 409A of Code; provided, such deferred however, that nothing contained in this Section 24 shall be deemed to require the Company to incur any material compensation plan, expense in order to properly modify excess of that which would be incurred by it in the time or manner absence of payment consistent with such guidancethis Section 24. (b) It is intended that the Agreement shall comply with the Notwithstanding any other provisions of this Agreement to the contrary, to the extent any reimbursement or in-kind benefit provided in this Agreement constitutes deferred compensation subject to Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent409A, this Agreement such reimbursement and/or in-kind benefit shall be interpretedmade or provided in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). Accordingly, operated (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during the Executive’s taxable year may not affect the expenses eligible for reimbursement or in-kind benefits provided in any other taxable year (except as permitted with respect to medical reimbursement arrangements); (ii) the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred; and administered in a manner consistent with these intentions, (iii) the right to reimbursement or an in-kind benefit shall not be subject to exchange for another benefit. (c) Meaning of “Termination” or “Separation From Service.” If and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he or Separation From Service is a “Specified Employee,” then, only required to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made trigger payment rights hereunder, or pursuant to another plan or arrangement, such phrases shall be deemed to be separate payments and, accordingly, have the aforementioned deferral shall only apply to separate payments which would occur during the six (6meanings given in Treasury Regulation §1.409A-1(h) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined reasonably interpreted by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar yearCompany.”

Code Section 409A. (a) To Although the extent that Company does not guarantee the particular tax treatment of the Restricted Stock Units granted under this Agreement, the grant of Restricted Stock Units under this Agreement is intended to comply with, or be exempt from, the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and this Agreement shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company or any of the terms and conditions contained herein which were modified its affiliates be liable for any additional tax, interest or penalties that may be imposed on you by this amendment constitute an amendment or modification Section 409A of the time Code or manner any damages for failing to comply with Section 409A of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidanceCode. (b) It To the extent any payment made under this Agreement constitutes “non-qualified deferred compensation” pursuant to Section 409A of the Code (a “409A Covered Award”), the following provisions shall apply: (i) A termination of employment shall not be deemed to have occurred for purposes of any provision of a 409A Covered Award providing for payment upon or following a termination of the Participant’s employment unless such termination is intended that also a “Separation from Service” within the Agreement shall comply with the provisions meaning of Code Section 409A and and, for purposes of any such provision of the Treasury regulations relating thereto so as not 409A Covered Award, references to subject Employee a “termination,” “termination of employment” or like terms shall mean Separation from Service. Notwithstanding any provision to the payment contrary in this Agreement, if the Participant is deemed on the date of additional taxes the Participant’s termination of employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and interest under Code Section 409A. In furtherance of this intentusing the identification methodology selected by the Company from time to time, this Agreement shall be interpretedor if none, operated and administered the default methodology set forth in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree then with regard to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of any such taxes or interest payment under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary ifa 409A Covered Award, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation delayed in compliance with Section 409A(a)(2)(B) of the Code, such payment shall not be subject made prior to a six the earlier of (6i) month delay following the Employee’s separation from service. For purposes expiration of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (66)-month period measured from the date of the Participant’s Separation from Service, and (ii) month deferral period and all other the date of the Participant’s death. All payments delayed pursuant to this Section 9(b)(i) shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of to the Participant on the first day of the seventh-seventh month following separation the date of the Participant’s Separation from service (Service or, if earlier, on the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established hereinParticipant’s death. (dii) The term “Specified Employee” shall mean any person who is Whenever a “key employee” (as defined in Code Section 416(i) without regard payment under a 409A Covered Award specifies a payment period with reference to paragraph (5) thereof)a number of days, as determined by the Bank based upon actual date of payment within the 12-month specified period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes within the sole discretion of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar yearCompany.”

Code Section 409A. (ai) To the extent that any The intent of the terms parties is that payments and conditions contained herein which were modified by benefits under this amendment constitute an amendment Agreement comply with or modification be exempt from Section 409A of the time or manner of payment under a non-qualified deferred compensation plan Code and the regulations and guidance promulgated thereunder (as defined under Code collectively, “Section 409A)”) and, then accordingly, to the maximum extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentpermitted, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed interpreted to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from servicein compliance therewith or exempt therefrom. For purposes of Code Section 409A, all your right to receive any installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement during providing for the 12-month period that begins payment of 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 and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the April 1 date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified herein as subject to this Section or is otherwise considered “deferred compensation” under Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and is due upon your separation from service, such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of your “separation from service,” and (B) the date of your death (the “Delay Period”) and this Agreement and each such plan, program, payroll practice or equity grant shall hereby be deemed amended accordingly. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum on the first business day of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) All expenses or other reimbursements paid pursuant to Sections 5(b) or 5(d) hereof or otherwise hereunder that are taxable income to you shall in no event be paid later than the end of the calendar year next following the close calendar year in which you incur such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such identification period. For purposes expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by your taxable year following the Employer for a particular calendar yeartaxable year in which the expense occurred.”

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then 21.9.2.1 Notwithstanding anything else to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86contrary herein, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentmaximum extent permitted, this Agreement shall be interpretedinterpreted to be exempt from Code Section 409A or in compliance therewith, operated and administered as applicable. In furtherance thereof, if payment or provision of any amount or benefit hereunder at the time specified in this Agreement would subject such amount or benefit to any additional tax under Code Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or the provision of such amount or benefit could be made without incurring such additional tax (including paying any severance that is delayed in a manner lump sum upon the earliest possible payment date which is consistent with these intentionsCode Section 409A). In addition, and to the extent that any regulations or other guidance issued under Code Section 409A (after application of the previous provision of this paragraph) would result in the Employee Executive being subject to the payment of interest or any additional income taxes or interest tax under Code Section 409A, the parties agree Company and the Executive agree, to the extent reasonably possible, to amend this Agreement in order to avoid the Agreement to maintain to the maximum extent practicable the original intent imposition of the Agreement while avoiding the application of any such taxes interest or interest additional tax under Code Section 409A.409A, which amendment shall have the least possible economic effect on the Executive as reasonably determined in good faith by the Company and the Executive; provided however, that the Company and the Executive shall not be required to substitute a cash payment for any non-cash benefit herein. (c) Notwithstanding 21.9.2.2 A termination of employment shall not be deemed to have occurred for purposes of any provision in of this Agreement providing for the payment of ▇▇▇▇▇▇ Medical Technology, Inc. Employment Agreement to the contrary if, as of the effective date of Employee’s — ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Page 23 any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment, he unless such termination is also a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. ” within the meaning of Code Section 409A and the payment thereof prior to a “separation from service” would violate Code Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” 21.9.2.3 For purposes of Code Section 409A, all the Executive’s right to receive any installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee for purposes right to receive a series of separate and distinct payments. Whenever a payment under this Agreement during specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the 12date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, as the case may be. 21.9.2.4 With respect to any payment constituting nonqualified deferred compensation subject to Code Section 409A: (A) all expenses or other reimbursements provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-month period that begins kind benefits shall not be subject to liquidation or exchanged for another benefit. 21.9.2.5 If the Executive is deemed on the April 1 following Date of Termination to be a “specified employee” within the close meaning of such identification period. For purposes that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of determining whether Employee any benefit that is a key employee considered nonqualified deferred compensation under Code Section 416(i409A payable on account of a “separation from service,” such payment or benefit shall be made or provided on the first business day following the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, “compensation” all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall mean Employee’s W-2 compensation as reported by be paid or reimbursed to the Employer Executive in a lump sum on the first business day following the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for a particular calendar yearthem herein.”

Code Section 409A. (ai) To the extent that any The intent of the terms parties is that payments and conditions contained herein which were modified by benefits under this amendment constitute an amendment Agreement comply with or modification be exempt from Section 409A of the time or manner of payment under a non-qualified deferred compensation plan Code and the regulations and guidance promulgated thereunder (as defined under Code collectively, “Section 409A)”) and, then accordingly, to the maximum extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentpermitted, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed interpreted to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from servicein compliance therewith or exempt therefrom. For purposes of Code Section 409A, all your right to receive any installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement during providing for the 12-month period that begins payment of 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 and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the April 1 date of termination to be a “specified employee” within the meaning of that term ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ September 1, 2020 under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified herein as subject to this Section or is otherwise considered “deferred compensation” under Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and is due upon your separation from service, such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of your “separation from service,” and (B) the date of your death (the “Delay Period”) and this Agreement and each such plan, program, payroll practice or equity grant shall hereby be deemed amended accordingly. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum on the first business day of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) All expenses or other reimbursements paid pursuant to Sections 5(b) or 5(d) hereof or otherwise hereunder that are taxable income to you shall in no event be paid later than the end of the calendar year next following the close calendar year in which you incur such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such identification period. For purposes expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by your taxable year following the Employer for a particular calendar yeartaxable year in which the expense occurred.”

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) To the extent The parties agree that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpretedinterpreted to comply with or, operated to the extent possible, be exempt from Section 409A of the Internal Revenue Code, as amended (the “Code”), and administered the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with these intentions, and the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that any regulations or other guidance issued may be imposed on Executive under Code Section 409A would result in the Employee being subject or any damages for failing to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under comply with Code Section 409A. (cb) Notwithstanding A termination of employment shall not be deemed to have occurred for purposes of any provision in of this Agreement providing for the Agreement payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to the contrary if, as of the effective date of Employee’s a “termination,” “termination of employment, he ” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “Specified Employeespecified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” thenif no exemption or exclusion from Section 409 (A) is determined to apply, only to such payment or benefit shall not be made or provided until the extent required date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 409A(a)(2)(B)(i)12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement which are deemed shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to be deferred compensation any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a six limit related to the period the arrangement is in effect and (6iii) month delay such payments shall be made on or before the last day of Executive’s taxable year following the Employee’s separation from service. taxable year in which the expense occurred. (d) For purposes of Code Section 409A, all Executive’s right to receive any installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee for purposes right to receive a series of separate and distinct payments. Whenever a payment under this Agreement during the 12-month specifies a payment period that begins on the April 1 with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the close date of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(itermination”), “compensation” the actual date of payment within the specified period shall mean Employee’s W-2 compensation as reported by be within the Employer for a particular calendar yearsole discretion of the Company, unless provided otherwise herein.”

Code Section 409A. (a) To Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payments and benefits set forth herein shall either be exempt from the requirements of Code Section 409A or shall comply with the requirements of Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Code Section 409A. The parties hereto agree that the payments and benefits set forth herein comply with or are exempt from the requirements of Code Section 409A and agree not to take any position, and to cause their affiliates, successors and assigns not to take any position, inconsistent with such interpretation for any reporting purposes, whether internal or external. (b) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the terms and conditions contained herein which were modified by this amendment payment of any amounts or benefits that constitute an amendment or modification of the time or manner of payment under a “non-qualified deferred compensation plan compensation” within the meaning of Code Section 409A upon or following a termination of ▇▇. ▇▇▇▇▇’▇ employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be treated as the date of termination for purposes of any such payment or benefits. Notwithstanding any other provision of this Agreement to the contrary, if ▇▇. ▇▇▇▇▇ is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (as defined under 6) months after ▇▇. ▇▇▇▇▇’▇ “separation from service” (within the meaning of Code Section 409A), then to the extent necessary such payment or benefit required under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid (or commence) during the six-month period immediately following ▇▇. ▇▇▇▇▇’▇ separation from service except as provided in the termination immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to ▇▇. ▇▇▇▇▇ in a lump-sum cash payment on the Employee in accordance with earlier of (i) the payment schedule established hereinfirst regular payroll date of the seventh month following ▇▇. ▇▇▇▇▇’▇ separation from service or (ii) the 10th business day following ▇▇. ▇▇▇▇▇’▇ death. (dc) The term “Specified Employee” shall mean It is intended that each installment of any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee severance payments and benefits provided under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he this Agreement shall be treated as a Specified Employee separate “payment” for purposes of Code Section 409A. Neither ▇▇. ▇▇▇▇▇ nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where applicable, the requirements that (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the 12-month expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement of an eligible expense shall be made promptly and in all cases on or before the last day of the calendar year following the year in which the expense is incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. Notwithstanding anything contained herein to the contrary, if the period in which any general waiver and release of claims may be executed overlaps two calendar years (regardless of when such release is actually executed), then, to the extent required by Code Section 409A, any payments that begins are subject to such general waiver and release of claims that would otherwise be made in such first calendar year shall instead be withheld and paid on the April 1 following first normal payment date in the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular second calendar year, with all remaining payments to be paid as if such delay had not occurred.”

Code Section 409A. (a) To Although the extent that Company does not guarantee the particular tax treatment of the Performance Stock Units granted under this Agreement, the grant of Performance Stock Units under this Agreement are intended to comply with, or be exempt from, the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and this Agreement shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company or any of the terms and conditions contained herein which were modified its affiliates be liable for any additional tax, interest or penalties that may be imposed on you by this amendment constitute an amendment or modification Section 409A of the time Code or manner any damages for failing to comply with Section 409A of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidanceCode. (b) It To the extent any payment made under this Agreement constitutes “non-qualified deferred compensation” pursuant to Section 409A of the Code (a “409A Covered Award”), the following provisions shall apply: (i) A termination of employment shall not be deemed to have occurred for purposes of any provision of a 409A Covered Award providing for payment upon or following a termination of the Participant’s employment unless such termination is intended that also a “Separation from Service” within the Agreement shall comply with the provisions meaning of Code Section 409A and and, for purposes of any such provision of the Treasury regulations relating thereto so as not 409A Covered Award, references to subject Employee a “termination,” “termination of employment” or like terms shall mean Separation from Service. Notwithstanding any provision to the payment contrary in this Agreement, if the Participant is deemed on the date of additional taxes the Participant’s termination of employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and interest under Code Section 409A. In furtherance of this intentusing the identification methodology selected by the Company from time to time, this Agreement shall be interpretedor if none, operated and administered the default methodology set forth in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree then with regard to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of any such taxes or interest payment under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary ifa 409A Covered Award, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation delayed in compliance with Section 409A(a)(2)(B) of the Code, such payment shall not be subject made prior to a six the earlier of (6i) month delay following the Employee’s separation from service. For purposes expiration of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (66)-month period measured from the date of the Participant’s Separation from Service, and (ii) month deferral period and all other the date of the Participant’s death. All payments delayed pursuant to this paragraph 10(b)(i) shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of to the Participant on the first day of the seventh-seventh month following separation the date of the Participant’s Separation from service (Service or, if earlier, on the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established hereinParticipant’s death. (dii) The term “Specified Employee” shall mean any person who is Whenever a “key employee” (as defined in Code Section 416(i) without regard payment under a 409A Covered Award specifies a payment period with reference to paragraph (5) thereof)a number of days, as determined by the Bank based upon actual date of payment within the 12-month specified period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes within the sole discretion of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar yearCompany.”

Code Section 409A. (a) To The Parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to be exempt from or to otherwise comply with Code Section 409A to the extent applicable 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 be exempt from, or otherwise comply with, the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will be exempt from or otherwise comply with Code Section 409A, or any other provisions of federal, state, local, or non-United States laws. None of the Company, its affiliates, or their respective directors, officers, employees or advisors shall be liable to Employee (or any individual claiming a benefit through Employee) for any tax, interest, or penalties that Employee may owe as a result of compensation or benefits paid under this Agreement, and the Company and its affiliates shall have no obligation to indemnify, reimburse, or otherwise protect Employee from the obligation to pay any taxes pursuant to Code Section 409A or otherwise. For purposes of this Agreement, the terms “terminate,” “termination,” “termination of employment,” and conditions contained herein which were modified by variations thereof as used in this amendment constitute an amendment or modification Agreement, are intended to mean a termination of the time or manner of payment under employment that constitutes a non-qualified deferred compensation plan (“separation from service” as such term is defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order or advisable to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance Notwithstanding any provision of this intentAgreement to the contrary, this Agreement shall be interpretedin the event that any payment to Employee or any benefit hereunder is made upon, operated and administered in a manner consistent with these intentionsor by reference to, Employee’s termination of employment, and to the extent Employee is a “specified employee” (as that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest term is defined under Code Section 409A) upon the Employee’s termination of employment, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of and provided further that such taxes payment or interest under benefit does not otherwise qualify for an applicable exemption from Code Section 409A. 409A, then no such payment or benefit shall be paid or commenced to be paid to Employee under this Agreement until the date that is the earlier to occur of: (ci) Notwithstanding any provision Employee’s death, or (ii) six (6) months and one (1) day following Employee’s termination of employment (the “Delay Period”). Any payments which Employee would otherwise have received during the Delay Period shall be payable to Employee in a lump sum on the Agreement to the contrary if, as of date that is six (6) months and one (1) day following the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established hereintermination. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”

Code Section 409A. (a) Notwithstanding the foregoing, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to “specified employees”, any payment on account of the Executive’s separation from service that would otherwise be due hereunder and which is subject to the requirements of Code Section 409A that is payable within six (6) months after such separation shall nonetheless be delayed until the first business day of the seventh month following the Executive’s date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, plus interest on any delayed payments at the prime rate of interest published in the Wall Street Journal effective as of the date of termination. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of his/her voluntary termination (with or without Good Reason) or his/her termination by the Company without Cause unless he/she would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). Allarity Employment Agreement_Marie Foegh_Dec. 7, 2021 15 (b) This Agreement is intended to be exempt from or comply with the requirements of Section 409A of the Code and regulations promulgated thereunder (“Section 409A”). To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, provision in this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order is ambiguous as to properly modify the time or manner of payment consistent its compliance with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of provision shall be read in such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), manner so that no payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6an “additional tax” as defined in Section 409A(a)(1)(B) month delay following of the Employee’s separation from serviceCode. For purposes of Code Section 409A, all installment payments of deferred compensation each payment made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for under this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee for purposes separate payment. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (c) All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the 12-month Executive’s lifetime (or during a shorter period that begins of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the April 1 last day of the calendar year following the close of such identification period. For purposes of determining whether Employee year in which the expense is a key employee under Code Section 416(i)incurred, “compensation” shall mean Employee’s W-2 compensation as reported by and (iv) the Employer right to reimbursement is not subject to liquidation or exchange for a particular calendar yearanother benefit.”

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86applicable, this Agreement constitutes an amendment toshall be interpreted and applied consistent and in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if at any time you and a new election underthe Company mutually determine that any compensation or benefits payable under this Agreement may not be compliant with or exempt from Section 409A of the Code and related Department of Treasury guidance, the parties shall work together to adopt such deferred amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take such other actions, as the parties determine are necessary or appropriate to (i) exempt such compensation planand benefits from Section 409A of the Code and/or preserve the intended tax treatment of such compensation and benefits, in order or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 9(a) shall not create any obligation on the part of the Company to properly modify the time adopt any such amendment, policy or manner of payment consistent with procedure or take any such guidanceother action. (b) It is intended that To the Agreement shall comply with the provisions of Code extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code and the Treasury regulations relating thereto so as not to subject Employee Section 6(f) hereof to the payment extent provided in the exceptions in Treasury Regulation Section 1.409A-l(b)(4), Section 1.409A-l(b)(9) or any other applicable exception or provision of additional taxes and interest Section 409A of the Code. (c) To the extent that compensation or benefits payable under Code Section 409A. In furtherance 6 of this intentAgreement (i) constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code or (ii) are intended to be exempt from Section 409A of the Code under Treasury Regulation Section 1.409A-1(b)(9)(iii), and are designated under this Agreement shall as payable upon (or within a specified time following) your termination of employment, such compensation or benefits shall, subject to Section 6(f) hereof, be interpretedpayable only upon (or, operated and administered in a manner consistent with these intentionsas applicable, and to within the specified time following) your “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Code). ​ ​ (d) To the extent that any regulations payments or other guidance issued under Code Section 409A would result in the Employee being subject reimbursements provided to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due you under this Agreement which are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(l)(iv) would apply, such amounts shall be deferred compensation 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 amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and your right to such payments or reimbursement shall not be subject to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, liquidation or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all exchange for any other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established hereinbenefit. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”

Code Section 409A. (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt as a short-term deferral from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. In no event whatsoever will the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit that constitutes “nonqualified deferred compensation” upon or following a termination of employment, unless such termination is also a “separation from service” within the meaning of Code Section 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee and (B) the date of Employee’s death, solely to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. In the event any benefit is subject to Section 409A and is conditioned upon the execution of a release, and the review and rescission period carries into a succeeding calendar year, any benefit payable shall be paid within in, and no later than March 15th of, the succeeding calendar year. (c) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations reimbursements or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due in-kind benefits under this Agreement which are deemed to be constitute “nonqualified deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For compensation” for purposes of Code Section 409A, (i) all installment payments of deferred compensation made hereunder, expense or pursuant to another plan or arrangement, other reimbursements hereunder shall be deemed made on or prior to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first last day of the seventhtaxable year following the taxable year in which such expenses were incurred by Employee, (ii) any right to reimbursement or in-month following separation from service kind benefits shall not be subject to liquidation or exchange for another benefit, and (oriii) no such reimbursement, if earlierexpenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) expenses eligible for this period of delay equal to the prime rate in effect on the first day of such sixreimbursement, or in-month period. Any portion of the kind benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee provided, in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar other taxable year.”

Code Section 409A. (ai) Notwithstanding the foregoing, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to “specified employees”, any payment on account of the Executive’s separation from service that would otherwise be due hereunder and which is subject to the requirements of Code Section 409A that is payable within six (6) months after such separation shall nonetheless be delayed until the first business day of the seventh month following the Executive’s date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, plus interest on any delayed payments at the prime rate of interest published in the Wall Street Journal effective as of the date of termination. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of his/her voluntary termination (with or without Good Reason) or his/her termination by the Company without Cause unless he/she would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). (ii) This Agreement is intended to be exempt from or comply with the requirements of Section 409A of the Code and regulations promulgated thereunder (“Section 409A”). To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, provision in this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order is ambiguous as to properly modify the time or manner of payment consistent its compliance with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of provision shall be read in such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), manner so that no payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6an “additional tax” as defined in Section 409A(a)(1)(B) month delay following of the Employee’s separation from serviceCode. For purposes of Code Section 409A, all installment payments of deferred compensation each payment made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for under this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee for purposes separate payment. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (iii) All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the 12-month Executive’s lifetime (or during a shorter period that begins of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the April 1 last day of the calendar year following the close of such identification period. For purposes of determining whether Employee year in which the expense is a key employee under Code Section 416(i)incurred, “compensation” shall mean Employee’s W-2 compensation as reported by and (iv) the Employer right to reimbursement is not subject to liquidation or exchange for a particular calendar yearanother benefit.”

Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (acollectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or in compliance therewith. In no event whatsoever shall Parent or Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under this Section 1 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(d) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release Agreement, (A) if Executive fails to execute the Release Agreement on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release Agreement thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release Agreement, and (B) in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release Agreement and are treated as “nonqualified deferred compensation” (within the meaning of Code Section 409A) shall be made in the later taxable year. For purposes of this Section 1(d) “Release Expiration Date” shall mean the date that is 21 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 45 days following the date of Executive’s termination of employment. To the extent that any payments of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified nonqualified deferred compensation plan (as defined under within the meaning of Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which as a result of Executive’s termination of employment are deemed delayed pursuant to be deferred compensation this Section 1(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release Agreement (and the applicable revocation period has expired) or, in the case of any payments subject to a six clause (6B) month delay of this Section 1(d), on the first payroll period to occur in the subsequent taxable year, if later. To the extent, if any, that the aggregate amount of the installments of the severance payment that would otherwise be paid pursuant to Section 1(c) after March 15 of the calendar year following the Employee’s separation from servicecalendar year in which the Separation occurs (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Executive in a lump sum on the Applicable March 15 (or the first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and the installments of the severance payment payable after the Applicable March 15 shall be reduced by such excess (beginning with the installment first payable after the Applicable March 15 and continuing with the next succeeding installment until the aggregate reduction equals such excess). For purposes of Code Section 409A, all the Executive’s right to receive any installment payments of deferred compensation made hereunder, or payment pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee right to receive a series of separate and distinct payments. Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported 409A be subject to offset by the Employer for a particular calendar year.”any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then Payments made pursuant to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order are intended to properly modify the time be exempt from or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall otherwise comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes extent applicable. The Program and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated administered and administered interpreted in a manner consistent with these intentionsthis 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 Director’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 that any regulations or other guidance issued required to avoid accelerated taxation and/or tax penalties under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409Aand applicable guidance issued thereunder, the parties agree Director shall not be deemed to amend have had a Termination unless the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is Director has incurred a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Director’s Termination shall instead be paid on the first business day after the date that is six months following the Director’s Termination (or upon the Director’s death, if earlier). For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits extent applicable, all payments provided hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes right to a series of separate payments and each separately identified amount to which the Director is entitled under this Agreement during shall be treated as a separate payment. Although this Agreement and the 12-month period that begins on payments provided hereunder are intended to be exempt from or otherwise comply with the April 1 following the close requirements of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Director (or any other individual claiming a benefit through the Director) for any tax, interest, or penalties the Director 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 Director from the obligation to pay any taxes pursuant to Code Section ▇▇▇▇. ▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Agreement (US) (2021), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the this Agreement shall will comply with the provisions of Code with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Section 409A”) and the Treasury regulations relating thereto so as not to subject Employee to interpretive guidance thereunder, including, without limitation, the payment of additional taxes exemptions for short-term deferrals, separation pay arrangements, reimbursements, and interest under Code Section 409A. In furtherance of this intentin-kind distributions, and this Agreement shall be interpretedadministered, operated interpreted and administered construed in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would does not result in the Employee being subject to payment imposition of additional income taxes taxes, penalties or interest under Code Section 409A. Humana agrees to negotiate in good faith with you to make amendments to the Agreement, as both parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. If an amount to be paid under this Agreement is payable in two or more installments, each installment shall be treated as a separate payment for purposes of Section 409A. For purposes of this Agreement, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to the requirements of Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A, the parties agree and, for purposes of any such provision of this Agreement, references to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s a “termination,” “termination of employment, he is ,” or like terms shall mean a “Specified Employee,separation from service” thenwithin the meaning of Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, only to the extent required pursuant in order to Section 409A(a)(2)(B)(i), payments due avoid accelerated taxation and/or tax penalties under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid Agreement during the six-month period immediately following the termination your separation from service shall instead be paid on the first business day after the date that is six months following your separation from service. Neither Humana nor you will have the right to accelerate or defer the delivery of any such payments or benefits except to the Employee extent specifically permitted or required by Section 409A. The Company shall indemnify and hold you harmless if you incur additional tax under Section 409A as a result of a violation of Section 409A under this Agreement (an “Indemnified Section 409A Violation”) that occurs as a result of (1) the Company’s clerical error (other than an error caused by erroneous information provided to the Company by you), (2) the Company’s failure to administer this Agreement or any deferred compensation arrangement or plan in accordance with its written terms (such written terms, the payment schedule established herein. “Employment Documents”), or (d3) The term “Specified Employee” the Company’s failure to maintain the Employment Documents in compliance with Section 409A of the Code; provided, that the indemnification set forth in clause (3) shall mean any person who is not be available to you if (x) the Company has made a “key employee” (as defined reasonable, good faith attempt to maintain the Employment Documents in compliance with Code Section 416(i409A but has failed to do so or (y) without regard the Company has maintained the Employment Documents in compliance with Section 409A of the Code but subsequent issuance by the Internal Revenue Service or the Department of the Treasury of interpretive authority results in the Employment Documents not (or no longer) complying with Section 409A of the Code (except that, if the Company is permitted by such authority or other authority to paragraph amend the Employment Documents to bring them into compliance with Section 409A of the Code and fails to do so, then such indemnification shall be provided to you). In the event of an Indemnified Section 409A Violation, the Company shall reimburse you for (51) thereofthe 20% additional income tax described in Section 409A(a)(1)(B)(i)(II) of the Code (to the extent that you incur the 20% additional income tax as a result of the Indemnified Section 409A Violation), as determined by and (2) any interest or penalty that is assessed with respect to your failure to make a timely payment of the Bank based upon the 12-month period ending on each December 31st 20% additional income tax described in clause (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i1), “compensation” shall mean Employee’s W-2 compensation as reported by provided that you pay the Employer for a particular calendar year20% additional income tax promptly upon being notified that the tax is due.”

Code Section 409A. (a) To the extent that any The intent of the terms parties is that payments and conditions contained herein which were modified by benefits under this amendment constitute an amendment Agreement comply with or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under otherwise be exempt from Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentmaximum extent permitted, this Agreement shall be interpretedinterpreted to be either exempt from or in compliance therewith. In no event whatsoever shall Parent or Employer be liable for any additional tax, operated interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under this Section 1 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and administered (ii) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(d) shall be paid to the Executive in a manner consistent with these intentionslump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all installment payments of “nonqualified deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employeecompensation” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by within the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes meaning of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”Code

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under The following provisions shall apply in connection with compliance with Code Section 409A): a. The intent of the Parties is that payments and benefits under the Agreement that are not exempt from Section 409A of the Internal Revenue Code of 1986, then as amended (the "Code") shall be in compliance with Code Section 409A (and regulations and guidance promulgated by the IRS and/or Treasury related to Code Section 409A) to the maximum extent necessary under permitted, the transitional guidance under Internal Revenue Service Notice 2007-86, Agreement shall be interpreted to be in compliance therewith. b. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement constitutes an amendment toproviding for the payment of any amounts or taxable benefits subject to Code Section 409A upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Section 409A of the Code, and for purposes of any such provision of this Agreement, references to a new election under"termination," "termination of employment," "termination of the Term," or like terms shall mean "separation from service." The determination of whether and when a separation from service has occurred shall be made in a manner consistent with, such deferred compensation planand based on the presumptions set forth in, in order to properly modify the time U.S. Treasury Regulation Section l.409A-l(h) or manner of payment consistent with such guidanceany successor provision thereto. (b) c. It is intended that the Agreement shall comply with the provisions each installment, if any, of any payments and benefits provided hereunder to which Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he applicable shall be treated as a Specified Employee separate "payment" for purposes of this Agreement during Code Section 409A. Neither the 12-month period that begins on Company nor the April 1 following Executive shall have the close right to accelerate or defer the delivery of any such identification period. For purposes payments or benefits except to the extent specifically permitted or required by Section 409A of determining whether Employee the Code. d. In the event, as of the date of Executive's "separation from service," the Executive is a key employee "specified employee" (within the meaning of that term under Code Section 416(i409A(a)(2)(B)), “compensation” then with regard to any payment or the provision of any benefit that is subject to Code Section 409A (whether under this Agreement, or pursuant to any other agreement with, or plan, program, payroll practice of, the Company) and is due upon or as a result of the Executive's separation from service, such payment or benefit shall mean Employee’s W-2 compensation not be made or provided, to the extent making or providing such payment or benefit would result in additional taxes or interest under Section 409A of the Code, until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such "separation from service," and (B) the date of the Executive's death and shall then be paid in a single sum as reported by soon as practicable on or after the Employer for a particular calendar yeardate such payment is permitted to be made under this paragraph.” e. All reimbursements and in-kind benefits provided under this Agreement or otherwise to the Executive, to the extent such payments or benefits are subject to Code Section 409A, shall be made or provided in accordance with the requirements of Section 409A of the Code and specifically, consistent with Treasury Regulation Section 1.409A- 3(i)(l)(iv).

Code Section 409A. This Award is intended to be exempt from or comply with Code Section 409A (a) or any successor provision of the Code), and shall be interpreted and construed accordingly and each payment hereunder shall be considered a separate payment for such purpose. To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, provides for the Award to become vested and a new election under, such deferred compensation plan, in order to properly modify be settled upon the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of EmployeeParticipant’s termination of employment, he the underlying Shares shall be transferred to the Participant or his or her beneficiary upon the Participant’s “separation from service,” within the meaning of Code Section 409A (or any successor provision of the Code). Notwithstanding any other provision in this Award, to the extent any payments hereunder constitute nonqualified deferred compensation, within the meaning of Code Section 409A (or any successor provision of the Code), then (a) each such payment which is conditioned upon Participant’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (b) if Participant is a “Specified Employee,specified employee” then, only to (within the extent required pursuant to meaning of Code Section 409A(a)(2)(B)(i409A (or any successor provision of the Code), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following as of the Employeedate of Participant’s separation from service. For purposes , each such payment that is payable upon Participant’s separation from service and would have been paid prior to the six-month anniversary of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangementParticipant’s separation from service, shall be deemed delayed until the earlier to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six of (6i) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-seventh month following Participant’s separation from service or (or, if earlier, ii) the date of death Participant’s death. Although this Section 25 and any payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A (or any successor provision of the EmployeeCode), Tupperware does not represent or warrant that this Section 25 or the payments provided hereunder will comply with Code Section 409A (or any successor provision of the Code) with all such delayed payments being credited with interest or any other provisions of federal, state, local, or non-U.S. law. Neither Tupperware, nor the Employer nor any Subsidiary or affiliate of Tupperware nor their respective directors, officers, employees or advisers shall be liable to the Participant (compounded monthlyor any other individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant may owe as a result of compensation paid under this period of delay equal Agreement, and Tupperware, its Subsidiaries and the Employer shall have no obligation to indemnify or otherwise protect the prime rate in effect on Participant from the first day of such six-month period. Any portion obligation to pay any taxes pursuant to Code Section 409A (or any successor provision of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”Code). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period▇▇▇▇▇ ▇. For purposes of determining whether Employee is a key employee under Code Section 416(i)▇▇▇▇▇▇▇ Executive Vice President, “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”Chief Legal Officer and Secretary

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86applicable, this Agreement constitutes an amendment toshall be interpreted and applied consistent and in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if at any time you and a new election underthe Company mutually determine that any compensation or benefits payable under this Agreement may not be compliant with or exempt from Section 409A of the Code and related Department of Treasury guidance, the parties shall work together to adopt such deferred amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take such other actions, as the parties determine are necessary or appropriate to (i) exempt such compensation planand benefits from Section 409A of the Code and/or preserve the intended tax treatment of such compensation and benefits, in order or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 9(a) shall not create any obligation on the part of the Company to properly modify the time adopt any such amendment, policy or manner of payment consistent with procedure or take any such guidanceother action. (b) It is intended that To the Agreement shall comply with the provisions of Code extent permitted under Section 409A and of the Treasury regulations relating thereto so as not to subject Employee to the Code, any separate payment of additional taxes and interest or benefit under Code Section 409A. In furtherance of this intent, this Agreement or otherwise shall not be interpreted, operated deemed “nonqualified deferred compensation” subject to Section 409A of the Code and administered in a manner consistent with these intentions, and Section 6(g) hereof to the extent that provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any regulations other applicable exception or other guidance issued under Code provision of Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A.Code. (c) Notwithstanding any provision in To the extent that compensation or benefits payable under Section 6 of this Agreement to (i) constitute “nonqualified deferred compensation” within the contrary if, as meaning of Section 409A of the effective date Code or (ii) are intended to be exempt from Section 409A of Employee’s the Code under Treasury Regulation Section 1.409A-1(b)(9)(iii), and are designated under this Agreement as payable upon (or within a specified time following) your termination of employment, he is a “Specified Employee,” thensuch compensation or benefits shall, only to the extent required pursuant subject to Section 409A(a)(2)(B)(i)6(g) hereof, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six payable only upon (6or, as applicable, within the specified time following) month delay following the Employee’s your “separation from service. For purposes ” from the Company (within the meaning of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6409A(a)(2)(A)(i) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established hereinCode). (d) The term “Specified Employee” shall mean To the extent that any person who is a “key employee” (as defined in Code payments or reimbursements provided to you under this Agreement, including, without limitation under Section 416(i18 hereof, are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) without regard to paragraph (5) thereof)would apply, as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he amounts shall be treated as a Specified Employee for purposes paid or reimbursed to you reasonably promptly, but not later than December 31 of this Agreement during the 12-month period that begins on the April 1 year following the close year in which the expense was incurred. The amount of any such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i)payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, “compensation” and your right to such payments or reimbursement shall mean Employee’s W-2 compensation as reported by the Employer not be subject to liquidation or exchange for a particular calendar yearany other benefit.”

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A)In general, then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It it is intended that all compensation provided for under the terms of this Agreement shall comply with the provisions of be exempt from Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent by reason of the Agreement while avoiding “short-term deferral” and “separation pay” exemptions found in Treasury Regulation Sections 1.409A-1(b)(4) and (9) (or any successor to such exemptions). Notwithstanding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding foregoing, however, if any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be a form of nonqualified deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For for purposes of Code Section 409A, the Parties intend that such compensation arrangements be structured so as to comply with the requirements of Code Section 409A and shall make reasonable efforts to cause such arrangements to comply with Code Section 409A. In this regard, all installment payments of deferred compensation made hereunder, or pursuant that are deemed to another plan or arrangement, shall be deemed subject to Code Section 409A will be considered to be separate payments andand not a form of installment payments, accordinglyany such payments that are triggered by a termination of employment will be paid when there has been a “separation from service” (as that phrase is used for purposes of Code Section 409A), and no such payments will be subject to offset by any other amount unless otherwise permitted by Section 409A. Whenever a payment that is subject to Code Section 409A has a specified payment date, payment will be made at such time as is deemed to be a timely payment for purposes of Code Section 409A and any discretion as the aforementioned deferral shall only apply to separate time of payment will be exercised solely by the Company. If the Executive is a “specified employee” within the meaning of Code Section 409A at the time of his or her “separation from service”, then any payments which that are triggered by such separation from service that would occur during otherwise be payable within the six (6) month deferral period and all other payments shall following the separation from service will be unaffected. All delayed payments shall be accumulated and paid in a lump-lump sum catch-up payment as of on the date that is the first day of the seventh-calendar month following the six (6) month anniversary of the Executive’s separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal service. If and to the prime rate in effect on the first day of such sixextent that reimbursements or other in-month period. Any portion of the kind benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term under this Agreement constitute “Specified Employeenonqualified deferred compensation” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of Section 409A, (A) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (C) the amount of expenses eligible for reimbursement, or the in-kind benefits provided, during any taxable year will not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year, and (D) any reimbursement shall be for expenses incurred during the period of time specified in this Agreement and if no time period is specified, shall be for expenses incurred during the 12-month period Executive’s lifetime. It is the intent of this Agreement to comply with, or be exempt from, the requirements of Section 409A so that begins on none of the April 1 following payments and benefits to be provided hereunder shall be subject to the close of such identification period. For purposes of determining whether Employee is a key employee additional tax imposed under Code Section 416(i)409A, “compensation” and any ambiguities herein shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar yearbe interpreted to so comply.”

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, If and to the extent that Code Section 409A is deemed to apply to the Award, it is intended that this Agreement and the Award shall, to the extent practicable, be construed in accordance therewith. Notwithstanding any regulations provision to the contrary in this Agreement, if the Participant is deemed on the date of his or other guidance issued her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Code Section 409A would result in payable on account of a “separation from service” that is required to be delayed pursuant to Code Section 409A(a)(2)(B) (after taking into account any applicable exceptions to such requirement), such payment shall be made on the Employee being subject date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Participant’s “separation from service” (with such payment to payment be made during the seventh month following the “separation from service”), or, if earlier, (ii) the date of additional income taxes the Participant’s death, or interest as otherwise permitted under Code Section 409A, 409A (the parties agree to amend “Delay Period”). Upon the Agreement to maintain to the maximum extent practicable the original intent expiration of the Agreement while avoiding the application of such taxes or interest under Code Delay Period, all payments delayed pursuant to this Section 409A. (c) 22 shall be paid to Participant in a lump sum. Notwithstanding any provision in the of this Agreement to the contrary ifcontrary, as for purposes of any provision of this Agreement providing for the effective date payment of Employee’s any amounts or benefits upon or following a termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be employment constituting deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For for purposes of Code Section 409A, all installment payments references to the Participant’s “termination of deferred compensation made hereunderemployment” (and corollary terms) with the Company shall be construed to refer to the Participant’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. In the event that this Award, this Agreement, or pursuant the Plan is deemed not to another plan or arrangementcomply with Code Section 409A, shall be deemed to be separate payments and, accordinglythen neither the Company, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as Board of the first day of the seventh-month following separation from service (or, if earlierDirectors, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal Committee, nor its designees or agents will be responsible to the prime rate Participant or any other person for actions, decisions, or determinations made in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established hereingood faith. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86applicable, this Agreement constitutes an amendment toshall be interpreted and applied consistent and in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if at any time you and a new election underthe Company mutually determine that any compensation or benefits payable under this Agreement may not be compliant with or exempt from Section 409A of the Code and related Department of Treasury guidance, the parties shall work together to adopt such deferred amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take such other actions, as the parties determine are necessary or appropriate to (i) exempt such compensation planand benefits from Section 409A of the Code and/or preserve the intended tax treatment of such compensation and benefits, in order or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 11(a) shall not create any obligation on the part of the Company to properly modify the time adopt any such amendment, policy or manner of payment consistent with procedure or take any such guidanceother action. (b) It is intended that To the Agreement shall comply with the provisions of Code extent permitted under Section 409A and of the Treasury regulations relating thereto so as not to subject Employee to the Code, any separate payment of additional taxes and interest or benefit under Code Section 409A. In furtherance of this intent, this Agreement or otherwise shall not be interpreted, operated deemed "nonqualified deferred compensation" subject to Section 409A of the Code and administered in a manner consistent with these intentions, and Section 8(f) hereof to the extent that provided in the exceptions in Treasury Regulation Section 1.409A-l(b)(4), Section 1.409A-l(b)(9) or any regulations other applicable exception or other guidance issued under Code provision of Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A.Code. (c) Notwithstanding any provision in To the extent that compensation or benefits payable under Section 9 of this Agreement to (i) constitute “nonqualified deferred compensation” within the contrary if, as meaning of Section 409A of the effective date Code or (ii) are intended to be exempt from Section 409A of Employee’s the Code under Treasury Regulation Section 1.409A-1(b)(9)(iii), and are designated under this Agreement as payable upon (or within a specified time following) your termination of employment, he is a “Specified Employee,” thensuch compensation or benefits shall, only to the extent required pursuant subject to Section 409A(a)(2)(B)(i)8(f) hereof, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six payable only upon (6or, as applicable, within the specified time following) month delay following the Employee’s your “separation from service. For purposes ” from the Company (within the meaning of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6409A(a)(2)(A)(i) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established hereinCode). (d) The term “Specified Employee” shall mean To the extent that any person who is a “key employee” payments or reimbursements provided to you under this Agreement are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(l )(as defined in Code Section 416(iiv) without regard to paragraph (5) thereof)would apply, as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he amounts shall be treated as a Specified Employee for purposes paid or reimbursed to you reasonably promptly, but not later than December 31 of this Agreement during the 12-month period that begins on the April 1 year following the close year in which the expense was incurred. The amount of any such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i)payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, “compensation” and your right to such payments or reimbursement shall mean Employee’s W-2 compensation as reported by the Employer not be subject to liquidation or exchange for a particular calendar yearany other benefit.”

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that any amounts payable under this Agreement will either be exempt from Section 409A of the Agreement shall Code (including Treasury regulations and other published guidance related thereto) or will otherwise comply with the provisions of Code such Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject you to payment of any additional income taxes tax, penalty or interest imposed under Section 409A of the Code. The provision of this Agreement will be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code Section 409A, the parties agree to amend the Agreement to maintain yet preserve (to the maximum nearest extent practicable reasonably possible) the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement intended benefit payable to the contrary if, as of the effective date of Employee’s you. The termination of employment, he your employment with the Company on is intended to be a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service” and an “involuntary termination” for purposes of Section 409A of the Code. For purposes of Code Section 409A, all your right to receive any installment payments of deferred compensation made hereunderunder this Agreement (whether severance payments, reimbursements or pursuant to another plan or arrangement, otherwise) shall be deemed treated as a right to be receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the aforementioned deferral shall only apply contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” to separate be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments which would occur during upon a “separation from service” set forth herein and/or under any other agreement with the six (6Company 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) month deferral period and all other the related adverse taxation under Section 409A, such payments shall not be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal provided to you prior to the prime rate in effect on earliest of (i) the first day expiration of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period measured from the date of your “separation from service” with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the termination expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the Employee in accordance with applicable agreement. No interest shall be due on any amounts so deferred. Notwithstanding the payment schedule established herein. (d) The term “Specified Employee” shall mean foregoing, the Company makes no representation or warranty and will have no liability to you or to any other person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by if any of the Bank based upon provisions of the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is Agreement are determined to be a key employee under Code constitute deferred compensation subject to Section 416(i) (without regard to paragraph (5) thereof) during 409A, but that do not satisfy an exemption from, or the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period conditions of, that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar yearsection.”

Code Section 409A. (a) To the extent that any This Agreement is intended to be exempt from Section 409A of the terms Code, as amended and conditions contained will be interpreted in a manner intended to reflect that intention. A. Notwithstanding anything herein which were modified by to the contrary, if any amounts payable pursuant to this amendment constitute an amendment or modification Agreement are determined to be subject to Section 409A of the Code, then with respect to such amounts: (i) if at the time or manner of payment under Employee’s separation from service from Company, Employee is a non-qualified deferred compensation plan (“specified employee” as defined under in Section 409A of the Code Section 409A), then to (and any related regulations or other pronouncements thereunder) and the extent deferral of the commencement of the payment of such amounts on account of such separation from service is necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time prevent any accelerated or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code additional tax under Section 409A and of the Treasury regulations relating thereto so as not to subject Employee to Code, then Company will defer the commencement of the payment of additional taxes any such amounts hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the date that is six months following Employee’s separation from service from the Company (or the earliest date as is permitted under Section 409A of the Code), and interest (ii) each payment of two or more installment payments made under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreteddesignated as a “separate payment” within the meaning of Section 409A of the Code. Any amounts of deferred compensation that are payable by reason of the Employee’s termination of employment shall not be paid unless such termination of employment also constitutes a “separation from service” for purposes of Section 409A of the 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 payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, operated and administered 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 the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. C. To the extent any reimbursements or in-kind benefits due Employee under this Agreement constitutes “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Employee in a manner consistent with these intentions, and to Treas. Reg. Section 1.409A-3(i)(1)(iv). D. The Company shall consult with Employee in good faith regarding the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent implementation of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes provisions of this Agreement during section; provided that neither the 12-month period that begins on the April 1 following the close Company nor any of such identification period. For purposes of determining whether its employees or representatives shall have any liability to Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar yearwith respect thereto.”

Code Section 409A. (a) To Notwithstanding any other provision in the Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the terms Bank that such benefits shall, to the extent practicable, comply with, or be exempt from Code Section 409A, and conditions contained herein the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with Code Section 409A. In the event that the Bank (or a successor thereto) has any stock which were modified by this amendment constitute is publicly traded on an amendment established securities market or modification of otherwise and the time or manner of payment under Officer is determined to be a non-qualified deferred compensation plan “specified employee” (as defined under Code Section 409A), then any payment to be made to the Officer upon a separation from service may not be made before the date that is six months after the Officer’s separation from service (or death, if earlier). To the extent that the Officer becomes subject to the six-month delay rule, all payments that would have been made to the Officer during the six months following his separation from service that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to the Officer during the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. The parties intend that each installment of any payments provided for in this Agreement is a separate “payment” for purposes of Section 409A. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest required under Code Section 409A. In furtherance Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of this intentthe Agreement, this and (ii) terms used in the Agreement shall be interpreted, operated and administered construed in a manner consistent accordance with these intentions, Code Section 409A if and to the extent that any regulations or other guidance issued under Code Section 409A would result required. Further, in the Employee being subject event that the Agreement or any benefit thereunder shall be deemed not to payment of additional income taxes or interest under comply with Code Section 409A, then neither the parties agree to amend Bank, the Agreement to maintain to Board, the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes Compensation Committee nor its or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation their designees or agents shall be subject liable to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409Aany participant or other person for actions, all installment payments of deferred compensation decisions or determinations made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established hereingood faith. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”

Code Section 409A. (a) To the extent The parties hereto intend that any all benefits and payments to be made to you hereunder will be provided or paid in compliance with all applicable provisions of Section 409A of the terms Code and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan all regulations, guidance, and other interpretative authority issued thereunder (as defined under Code collectively, “Section 409A”), then and this Agreement shall be construed and administered in accordance with such intent. The parties also agree that this Agreement may be modified, as reasonably requested by any party, to the extent necessary to comply with all applicable requirements of, and to avoid the imposition of any additional tax, interest and penalties under, Section 409A in connection with the benefits and payments to be provided or paid to you hereunder, provided, however, that any such modification shall maintain the original intent and economic benefits of the applicable provision of this Agreement, without materially increasing or decreasing your rights or benefits hereunder. Notwithstanding the foregoing or anything to the contrary contained in any other provision of this Agreement, the payments and benefits to be provided to you under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order shall be subject to properly modify the time or manner of payment consistent with such guidanceprovisions set forth below. (b) It is intended that The date of your “separation from service,” as defined in the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, shall be treated as your Termination Date for purpose of determining the parties agree time of payment of any amount (other than the amounts described in clauses (i) through (iii) of Section 5(a)) that becomes payable to amend you pursuant to Section 5 upon the Agreement to maintain to the maximum extent practicable the original intent termination of the Agreement while avoiding the application of such taxes or interest under Code Section 409A.your employment. (c) Notwithstanding In the case of any provision amounts that are payable to you under this Agreement in the Agreement to form in the contrary if, as form of the effective date “a series of Employee’s termination of employment, he is a “Specified Employeeinstallment payments,” thenas defined in Treas. Reg. §1.409A-2(b)(2)(iii), only (A) your right to receive such payments shall be treated as a right to receive a series of separate payments under Treas. Reg. §1.409A-2(b)(2)(iii), and (B) to the extent required pursuant any such plan does not already so provide, it is hereby amended to Section 409A(a)(2)(B)(i)so provide, payments due with respect to amounts payable to you thereunder. Whenever a payment under this Agreement which are deemed specifies a payment period with reference to be deferred compensation a number of days (e.g., “payment shall be subject to a six made within thirty (630) month delay days following the Employee’s date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (d) If you are a “specified employee” within the meaning of the Section 409A at the time of your “separation from service. For purposes ” within the meaning of Code Section 409A, then any payment otherwise required to be made to you under this Agreement on account of your separation from service, to the extent such payment (after taking in to account all installment payments of exclusions applicable to such payment under Section 409A) is properly treated as deferred compensation subject to Section 409A, shall not be made hereunderuntil the first business day after (i) the expiration of six months from the date of your separation from service, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6ii) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of your death of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ December 15, 2008 Page 18 (the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to “Delayed Payment Date”). On the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination Delayed Payment Date, there shall be paid to you or, if you have died, to your estate, in a single cash lump sum, an amount equal to aggregate amount of the Employee in accordance with payments delayed pursuant to the payment schedule established hereinpreceding sentence. (de) The term “Specified Employee” shall mean any person who is a “key employee” (Except as defined otherwise expressly provided in Code Section 416(i) without regard to paragraph (5) thereof)this Agreement, as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he all expenses eligible for reimbursement hereunder shall be treated as a Specified Employee paid to you promptly, but in any event by no later than December 31 of the calendar year following the calendar year in which such expenses were incurred. The expenses incurred by you in any calendar year that are eligible for purposes of reimbursement under this Agreement during shall not affect the 12-month period expenses incurred by you in any other calendar year that begins on the April 1 following the close of such identification periodare eligible for reimbursement hereunder. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” Your right to receive any reimbursement hereunder shall mean Employee’s W-2 compensation as reported by the Employer not be subject to liquidation or exchange for a particular calendar yearany other benefit.”

Code Section 409A. (a) To Notwithstanding anything herein to the extent contrary, this Agreement is intended to be interpreted and applied so that any the payments and benefits set forth herein shall either be exempt from the requirements of Section 409A of the terms Internal Revenue Code of 1986, as amended (the “Code”) or shall comply with the requirements of Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Code Section 409A. The parties hereto agree that the payments and conditions contained benefits set forth herein which were modified by comply with or are exempt from the requirements of Code Section 409A and agree not to take any position, and to cause their affiliates, successors and assigns not to take any position, inconsistent with such interpretation for any reporting purposes, whether internal or external. (b) Notwithstanding anything in this amendment Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute an amendment or modification of the time or manner of payment under a “non-qualified deferred compensation plan compensation” within the meaning of Code Section 409A upon or following a termination of ▇▇. ▇▇▇▇▇’▇ employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be treated as the date of termination for purposes of any such payment or benefits. Notwithstanding any other provision of this Agreement to the contrary, if ▇▇. ▇▇▇▇▇ is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (as defined under 6) months after ▇▇. ▇▇▇▇▇’▇ “separation from service” (within the meaning of Code Section 409A), then to the extent necessary such payment or benefit required under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid (or commence) during the six-month period immediately following ▇▇. ▇▇▇▇▇’▇ separation from service except as provided in the termination immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to ▇▇. ▇▇▇▇▇ in a lump-sum cash payment on the Employee in accordance with earlier of (i) the payment schedule established hereinfirst regular payroll date of the seventh month following ▇▇. ▇▇▇▇▇’▇ separation from service or (ii) the 10th business day following ▇▇. ▇▇▇▇▇’▇ death. (dc) The term “Specified Employee” shall mean It is intended that each installment of any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee severance payments and benefits provided under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he this Agreement shall be treated as a Specified Employee separate “payment” for purposes of Code Section 409A. Neither ▇▇. ▇▇▇▇▇ nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where applicable, the requirements that (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the 12-month expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement of an eligible expense shall be made promptly and in all cases on or before the last day of the calendar year following the year in which the expense is incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. Notwithstanding anything contained herein to the contrary, if the period in which any general waiver and release of claims may be executed overlaps two calendar years (regardless of when such release is actually executed), then, to the extent required by Code Section 409A, any payments that begins are subject to such general waiver and release of claims that would otherwise be made in such first calendar year shall instead be withheld and paid on the April 1 following first normal payment date in the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular second calendar year, with all remaining payments to be paid as if such delay had not occurred.”” The Agreement, as amended by this Amendment, shall remain in full force and effect, and this Amendment shall be deemed to be incorporated into the Agreement and made a part thereof. Except for the amendments expressly described herein, this Amendment shall not otherwise amend or modify any other provision of the Agreement. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of this Amendment by facsimile or other electronic method of transmission shall be equally effective as delivery of an original executed counterpart of this Amendment.

Code Section 409A. The intent of the Parties is that payments and benefits under this Agreement and any equity-based compensation (ae.g., any stock options and any shares of restricted stock) comply with, or be exempt from, Section 409A of the Internal Revenue Code (the “Code”) and, accordingly, to the maximum extent permitted, this Agreement and any equity- based compensation shall be interpreted to be in compliance therewith or exempt therefrom. If Key Employee notifies the Company (with specificity as to the reason therefor) that Key Employee believes that any provision of this Agreement or any equity-based compensation (or of any award of compensation) would cause Key Employee to incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company independently makes such determination, the Company shall, after consulting with Key Employee, reform such provision to try to comply with Code Section 409A through good-faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any of the terms and conditions contained herein which were provision hereof is modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under in order to comply with Code Section 409A), then such modification shall be made in good-faith and shall, to the maximum extent necessary under reasonably possible, maintain the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, original intent and a new election under, such deferred compensation plan, in order economic benefit to properly modify Key Employee and the time or manner Company of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with applicable provision without violating the provisions of Code Section 409A and the Treasury regulations relating thereto so as 409A. a. A termination of employment shall not be deemed to subject Employee to have occurred for purposes of any provision of this Agreement providing for the payment of additional taxes and interest under Code Section 409A. In furtherance any amounts or benefits upon or following a termination of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent employment that any regulations or other guidance issued are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Key Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of Key Employee’s “separation from service” and (B) the date of Key Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 8 (whether they would result have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Key Employee being subject in a lump sum with interest at the prime rate as published in The Wall Street Journal on the first business day following the end of the Delay Period, and any remaining payments and benefits due under this letter shall be paid or provided in accordance with the normal payment dates specified for them herein. b. With regard to payment any provision herein that provides for reimbursement of additional income taxes costs and expenses or interest under in-kind benefits, except as permitted by Code Section 409A, (i) the parties agree right to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes reimbursement or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a six limit related to the period the arrangement is in effect and (6iii) month delay such payments shall be made on or before the last day of Key Employee’s taxable year following the Employee’s separation from service. taxable year in which the expense occurred. c. For purposes of Code Section 409A, all Key Employee’s right to receive any installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee for purposes right to receive a series of separate and distinct payments. In no event may Key Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “considered nonqualified deferred compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”

Code Section 409A. (a) To This Agreement is intended to be interpreted and applied so that the extent that any payments and benefits set forth herein shall, as applicable, comply with or be exempt from the requirements of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to the fullest extent possible to reflect and implement such intent. Notwithstanding anything in this Agreement and to the extent necessary under the transitional guidance under Internal Revenue payments and benefits set forth herein are subject to Code Section 409A, (i) a Termination of Service Notice 2007-86, shall not be deemed to have occurred for purposes of any provision of this Agreement unless such termination is also a “separation from service” within the meaning of Code Section 409A; and (ii) a Total and Permanent Disability shall not be deemed to have occurred for purposes of any provision of this Agreement unless such disability is also a “disability” within the meaning of Code Section 409A. Notwithstanding any provision in this Agreement to the contrary, if on his or her Termination of Service, the Participant is deemed to be a “specified employee” within the meaning of Code Section 409A, any payments or benefits due upon such Termination of Service that constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify “deferral of compensation” within the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions meaning of Code Section 409A and which do not otherwise qualify under the Treasury regulations relating thereto so as not to subject Employee exemptions under Treas. Reg. § 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Reg. § 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to Participant on the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent earlier of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a immediately follows six (6) month delay following months after the EmployeeParticipant’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death the Participant’s death. [Remainder of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by the Employer for a particular calendar year.”Page Intentionally Left Blank

Code Section 409A. (a) To the extent that any The intent of the terms parties is that payments and conditions contained herein which were modified by benefits under this amendment constitute an amendment Agreement comply with or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under otherwise be exempt from Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentmaximum extent permitted, this Agreement shall be interpretedinterpreted to be either exempt from or in compliance therewith. In no event whatsoever shall the Company or Employer be liable for any additional tax, operated and administered in a manner consistent interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with these intentions, and Code Section 409A. Notwithstanding any other payment schedule provided herein to the extent contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any regulations or other guidance issued payment under Section 5 that is considered deferred compensation under Code Section 409A would result in payable on account of a “separation from service” shall not be made until the Employee being subject to payment date which is the earlier of additional income taxes or interest under Code Section 409A, (A) the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent expiration of the Agreement while avoiding six (6)-month period measured from the application date of such taxes or interest under Code Section 409A. “separation from service” of Executive, and (cB) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of EmployeeExecutive’s termination of employment, he is a death (the “Specified Employee,” then, only Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 409A(a)(2)(B)(i)5(e) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement which are shall be paid or provided in accordance with the normal payment dates specified for them herein. A termination of employment shall not be deemed to be deferred compensation shall be subject to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a six (6) month delay following the Employee’s 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, all the Executive’s right to receive any installment payments of deferred compensation made hereunder, or payment pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee right to receive a series of separate and distinct payments. Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported 409A be subject to offset by the Employer for a particular calendar year.”any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A. (a) To Although the extent that Company does not guarantee to the Executive any of particular tax treatment relating to the payments and benefits paid in accordance with the terms and conditions contained herein which were modified by of this amendment constitute an amendment or modification Agreement, it is the intent of the time or manner of payment parties that payments and benefits under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of or be exempt from Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentmaximum extent permitted, this Agreement shall be interpreted, operated and administered interpreted to be in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the compliance therewith. The parties agree to amend reasonably cooperate to take all further actions necessary to satisfy the Agreement to maintain to the maximum extent practicable the original intent requirements of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (cb) Notwithstanding A termination of employment shall not be deemed to have occurred for purposes of any provision in of this Agreement providing for the Agreement payment of any amounts or benefits that are considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to the contrary if, as of the effective date of Employee’s a “termination,” “termination of employment, he ” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “Specified Employee,specified employee” thenwithin the meaning of that term under Code Section 409A(a)(2)(B), only then with regard to any payment or the providing of any benefit made subject to this Section 21(b), to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall be made or provided at the date which is the later of (i) eighteen (18) months following January 1, 2009 and (ii) the earlier of (A) expiration of the six (6)-month period measured from the date of the Executive’s “separation from service,” and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to Section 409A(a)(2)(B)(ithis provision (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum on the first business day following the end of the Delay Period (the “Delayed Payment Date”), and any remaining payments and benefits due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee or provided in accordance with the normal payment schedule established dates specified for them herein. (dc) The term “Specified Employee” All expenses or other reimbursements paid pursuant to this Agreement that are taxable income to the Executive shall mean in no event be paid later than the end of the calendar year next following the calendar year in which the Executive incurs such expense. With regard to any person who is a “key employee” provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (as defined i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 416(i105(b) without regard solely because such expenses are subject to paragraph a limit related to the period the arrangement is in effect and (5iii) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he payments shall be treated as a Specified Employee for purposes made on or before the last day of this Agreement during the 12-month period that begins on the April 1 Executive’s taxable year following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “compensation” shall mean Employee’s W-2 compensation as reported by taxable year in which the Employer for a particular calendar yearexpense occurred.”

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A)▇▇▇▇▇▇ Medical Technology, then Inc. Separation Pay Agreement CONFIDENTIAL Page 19 DO NOT COPY 17.8.2.1. Notwithstanding anything else to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86contrary herein, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intentmaximum extent permitted, this Agreement shall be interpretedinterpreted to be exempt from Code Section 409A or in compliance therewith, operated and administered as applicable. In furtherance thereof, if payment or provision of any amount or benefit hereunder at the time specified in this Agreement would subject such amount or benefit to any additional tax under Code Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or the provision of such amount or benefit could be made without incurring such additional tax (including paying any severance that is delayed in a manner lump sum upon the earliest possible payment date which is consistent with these intentionsCode Section 409A). In addition, and to the extent that any regulations or other guidance issued under Code Section 409A (after application of the previous provision of this paragraph) would result in the Employee Executive being subject to the payment of interest or any additional income taxes or interest tax under Code Section 409A, the parties agree Company and the Executive agree, to the extent reasonably possible, to amend this Agreement in order to avoid the Agreement to maintain to the maximum extent practicable the original intent imposition of the Agreement while avoiding the application of any such taxes interest or interest additional tax under Code Section 409A.409A, which amendment shall have the least possible economic effect on the Executive as reasonably determined in good faith by the Company and the Executive; provided however, that the Company and the Executive shall not be required to substitute a cash payment for any non-cash benefit herein. (c) Notwithstanding 17.8.2.2. A termination of employment shall not be deemed to have occurred for purposes of any provision in of this Agreement providing for the Agreement to the contrary if, as payment of the effective date of Employee’s any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment, he unless such termination is also a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Employee’s separation from service” within the meaning of Code Section 409A and the payment thereof prior to a “separation from service” would violate Code Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” 17.8.2.3. For purposes of Code Section 409A, all the Executive’s right to receive any installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he Agreement shall be treated as a Specified Employee for purposes right to receive a series of separate and distinct payments. Whenever a payment under this Agreement during specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the 12date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, as the case may be. 17.8.2.4. With respect to any payment constituting nonqualified deferred compensation subject to Code Section 409A: (A) all expenses or other reimbursements provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-month period that begins kind benefits shall not be subject to liquidation or exchanged for another benefit. ▇▇▇▇▇▇ Medical Technology, Inc. Separation Pay Agreement CONFIDENTIAL Page 20 DO NOT COPY 17.8.2.5. If the Executive is deemed on the April 1 following Date of Termination to be a “specified employee” within the close meaning of such identification period. For purposes that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of determining whether Employee any benefit that is a key employee considered nonqualified deferred compensation under Code Section 416(i409A payable on account of a “separation from service,” such payment or benefit shall be made or provided on the first business day following the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, “compensation” all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall mean Employee’s W-2 compensation as reported by be paid or reimbursed to the Employer Executive in a lump sum on the first business day following the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for a particular calendar yearthem herein.”