Common use of Code Section 409A Clause in Contracts

Code Section 409A. (a) In the event that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

Code Section 409A. It is intended that any income or payments to Executive provided pursuant to this Agreement or other agreements or arrangements contemplated by this Agreement (aincluding, without limitation, the award agreements relating to the Initial Grant, Inducement Grant, and Signing Bonus Grant) In the event that the (any such income or payments or benefits set forth in Section 4 constitute being referred to as “non-qualified deferred compensation” Payments”) will not be subject to the additional tax and interest under Section 409A (a “Section 409A Tax”). The provisions of the Agreement and such other agreements or arrangements will be interpreted and construed in favor of complying with any applicable requirements of Section 409A necessary in order to avoid the imposition of a Section 409A Tax. The Company, Employee Group and Executive agree to amend (including retroactively) the Agreement and any such other agreements or arrangements in order to comply with Section 409A, including amending to facilitate the ability of Executive to avoid the imposition of, or reduce the amount of, any Section 409A Tax. The Company, Employee Group and Executive shall reasonably cooperate to provide full effect to this provision and the consent to any amendment described in the preceding sentence shall not be unreasonably withheld by either party. Notwithstanding the foregoing, if any Payments due or made to Executive after his Date of Termination are subject to a Section 409A Tax, then the following conditions apply Executive shall be entitled to such payments or benefits: receive a gross-up payment (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i409A Gross-Up Payment”) of in an amount equal to (A) the Code Section 409A Tax on any such Payments, plus (B) any federal, state, and Treas. Reg. §1.409A-1(hlocal income taxes and penalties, employment taxes (including FICA) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided or other taxes payable by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the Section 409A Gross-Up Payment, in order to put Executive in the same position he would have been in if the Section 409A Tax provisions of Section 409A did not apply; provided, however, that the Company and the Employee Group shall only be responsible to make a Section 409A Gross Up Payment with respect to the Section 409A Tax on Payments made (i) in contravention of the terms of this Agreement or other agreements or arrangements contemplated by this Agreement as in effect on the Date of Termination or (ii) in contravention or violation of any Section 409A guidance or authority that is promulgated or effective after the Date of Termination; further provided, that the Company and Employee Group shall not be responsible to make a Section 409A Gross-Up Payment with respect to the Section 409A Tax on the Payments if after a reasonable request by the Company or Employee Group to Executive, Executive refuses or fails to make an election to alter the form and/or timing of payments under any Payment (including by amending this Agreement or other agreements or arrangements contemplated by this Agreement pursuant to this Section 4 if, at 6.15) that could reasonably be expected to result in the time avoidance of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning any amount of Section 409A(a)(2)(B)(i) of the Code), then limited only 409A Tax while minimizing (to the extent necessary reasonably practicable) the delay in such Payment to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

Code Section 409A. If the Company (aor, if applicable, the successor entity thereto) In the event determines that the payments or and benefits set forth in Section 4 provided under the Plan (the “Plan Payments”) constitute “non-qualified deferred compensation” subject under Code Section 409A (together, with any state law of similar effect, “Section 409A”) and an Eligible Employee is a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, then the following conditions apply timing of the Plan Payments shall be delayed as follows: on the earliest to such payments or benefits: occur of (i1) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute the date that is six months and one day after a “separation from service” under (as such term is defined in Section 409A(a)(2)(A)(i1.409A-1(h) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminatesTreasury Regulations), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after and (2) the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code Eligible Employee’s death (such earliest date, the “Delayed Initial Payment Date”), and Treas. Reg. §1.409A-1(h). For purposes of clarificationthe Company (or the successor entity thereto, this Section 6(aas applicable) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. then (iii) Notwithstanding any other provision with respect pay to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be Eligible Employee a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate lump sum amount equal to the accumulatedsum of the Plan Payments that the Eligible Employee would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Plan Payments had not been delayed pursuant to this Section 3(e) and (ii) commence paying the balance of the Plan Payments in accordance with the applicable payment schedules set forth in on Appendix A. Prior to the imposition of any delay on the Plan Payments as set forth above, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It it is intended that (A) each installment of the payments and benefits Plan Payments provided under Section 4 shall in Appendix A be treated regarded as a separate “payment” for purposes of Treasury Regulations Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except 1.409A-2(b)(2)(i), (B) all Plan Payments provided in Appendix A satisfy, to the greatest extent specifically permitted or required by possible, the exemptions from the application of Section 409A. 409A provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), and (cC) Notwithstanding any other provision the Plan Payments consisting of this Agreement COBRA premiums also satisfy, to the contrarygreatest extent possible, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion exemption from the application of compensation in income Section 409A provided under Treasury Regulations Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.1.409A-1(b)(9)(v).

Code Section 409A. (a) In the event that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409AFor purposes of this Agreement, then the following conditions apply to such payments or benefits: (i) Any a termination of Executive’s employment triggering payment of benefits under Section 4 must constitute will be determined consistent with the rules relating to a “separation from service” under as defined in Section 409A(a)(2)(A)(i) 409A of the Code and Treasthe regulations thereunder (“Section 409A”). Reg. §1.409A-1(h) before distribution of such benefits can commence. To Notwithstanding anything else provided herein, to the extent that the any payments provided under this Agreement in connection with Executive’s termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under subject to Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code 409A, and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, Executive is deemed at the time of Executive’s termination, Executive is deemed such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of Stoke (i) the expiration of the 6-month period measured from Executive’s separation from service from the Company or (ii) the date of Executive’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A(a)(2)(B)(i409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Code)Treasury Regulations. Except as otherwise expressly provided herein, then limited only to the extent necessary any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are be subject to Section 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 (and not otherwise exempt from its application) except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be withheld until reimbursed after the first (1st) business last day of the seventh (7th) month calendar year following the termination of Executive’s employmentcalendar year in which the Executive incurred such expenses, at which time Executive and in no event shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the any right to accelerate reimbursement or defer the delivery provision of any such payments in-kind benefit be subject to liquidation or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.exchange for another benefit.

Code Section 409A. Notwithstanding any other provision of this Agreement, it is intended that any payments or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be provided and paid in such form and at such time, including, without limitation, payment only in connection with a permissible payment event as complies with the applicable requirements of Code Section 409A to avoid the unfavorable tax consequences provided therein for noncompliance. If Employee is a “specified employee” (aas defined in Section 409A of the Code) and any of the Bank’s or Holding Company’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event that such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments or benefits set forth which would otherwise have been made in Section 4 constitute “non-qualified deferred compensation” subject to Section 409Athe 409A Deferral Period shall be accumulated and paid in lump sum as soon as the 409A Deferral Period ends, then and the following conditions apply to such balance of the payments or benefits: (i) Any shall be made as otherwise scheduled. For purposes of this Agreement, any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute will be read to mean a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Employee would perform after that date (whether as an employee or independent contractor) would permanently decrease to less than fifty percent (50%) of the Code), then limited only to average level of bona fide services performed over the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A immediately preceding thirty-six (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th36) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4period. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

Code Section 409A. (a) In the event that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409AFor purposes of this letter agreement, then the following conditions apply to such payments or benefits: (i) Any a termination of Executive’s employment triggering payment of benefits under Section 4 must constitute will be determined consistent with the rules relating to a “separation from service” under as defined in Section 409A(a)(2)(A)(i) 409A of the Code and Treasthe regulations thereunder (“Section 409A”). Reg. §1.409A-1(h) before distribution of such benefits can commence. To Notwithstanding anything else provided herein, to the extent that the any payments provided under this letter agreement in connection with your termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under subject to Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code 409A, and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, you are deemed at the time of Executive’s termination, Executive is deemed such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of Stoke (i) the expiration of the 6-month period measured from your separation from service from the Company or (ii) the date of your death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you including, without limitation, the additional tax for which you would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between your termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any provision of this letter agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this letter agreement may be classified as a “short-term deferral” within the meaning of Section 409A(a)(2)(B)(i) of the Code)409A, then limited only to the extent necessary to comply with the requirements such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A, any 409A. Payments pursuant to this section are intended to constitute separate payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have 1.409A-2(b)(2) of the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.Treasury Regulations.

Code Section 409A. (a) In the event that the payments or benefits set forth Anything in Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect Agreement to the timing of payments under Section 4 ifcontrary notwithstanding, if at the time of Executivethe EMPLOYEE’s terminationseparation from service within the meaning of Section 409A of the IRC, Executive TBOP’s stock is deemed to be publicly traded on an established securities market or otherwise and TBOP determines that the EMPLOYEE is a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code)IRC, then limited only to the extent necessary any payment or benefit that the EMPLOYEE becomes entitled to comply with under this Agreement on account of the requirements EMPLOYEE’s separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the IRC as a result of the application of Section 409A409A(a)(2)(B)(i) of the IRC, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and not one day after the EMPLOYEE’s separation from service, or (ii) the EMPLOYEE’s death. The first installment payment shall include a catch-up payment covering amounts that would otherwise exempt from its application) have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be withheld payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of separation from service occurs, from such date of separation from service until the first (1st) business day payment. To the extent that the foregoing applies to the provision of any ongoing medical benefits to the seventh (7th) EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by the EMPLOYEE, the EMPLOYEE shall pay the full costs of premiums for such medical benefits during the six-month following period and TBOP shall pay the termination of Executive’s employment, at which time Executive shall be paid EMPLOYEE an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under amount of such premiums paid by the terms EMPLOYEE during the six-month period within ten (10) days after the conclusion of Section 4such period. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” Solely for purposes of Section 409A. Neither Stoke nor Executive 409A of the IRC, each installment payment of severance is considered a separate payment. (c) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall have be provided by TBOP or incurred by the EMPLOYEE during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to accelerate reimbursement or defer in-kind benefits is not subject to liquidation or exchange for another benefit. (d) To the delivery extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of any the IRC, and to the extent that such payment or benefit is payable upon the EMPLOYEE’s termination of employment, then such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted payable only upon the EMPLOYEE’s “separation from service.” The determination of whether and at all times administered when a separation from service has occurred shall be made in a manner that avoids accordance with the inclusion of compensation presumptions set forth in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.Treasury Regulation § 1.409A-l(h).

Code Section 409A. (a) In the event The parties hereto intend that the payments and benefits provided in this Agreement either will be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or benefits set forth be provided in a manner that complies with Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) 409A of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (any ambiguity herein shall be interpreted so as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at consistent with the time Executive’s employment terminates)intent of this paragraph. Further, any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, if Executive is deemed to be a “specified employee” of Stoke (within the meaning of as such term is defined under Section 409A(a)(2)(B)(i) 409A of the Code) at the time of a termination of employment and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated recognition of income or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to Executive) until the date that is at least six (6) months following Executive’s termination of employment with the Company (or the earlier date of Executive’s death), then limited only whereupon the Company will promptly pay Executive a lump-sum amount equal to the extent cumulative amounts that would have otherwise been previously paid to Executive under this Agreement during the period in which such payments or benefits were deferred. In addition, if following the date hereof, the Company or Executive reasonably determines that any amounts or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or (ii) preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (iii) comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination Code and related Department of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Treasury guidance. Notwithstanding any other provision of this Agreement anything contained herein to the contrary, this Agreement in no event whatsoever shall the Company be interpreted and at all times administered in a manner liable for any additional tax, interest or penalty that avoids the inclusion of compensation in income may be imposed on Executive under Section 409A409A of the Code, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement damages for failing to be in compliance comply with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee 409A of the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.Code.

Code Section 409A. (a) In It is intended that any amounts payable under this Agreement and the event that Company’s and the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment exercise of benefits under authority or discretion hereunder shall either be exempt from or comply with Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) 409A of the Code (including the Treasury regulations and Treas. Reg. §1.409A-1(hother published guidance relating thereto) before distribution (“Code Section 409A”) so as not to subject the Executive to payment of such benefits can commence. any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the additional tax imposed by Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) the Agreement shall be withheld until the first modified to avoid such additional tax yet preserve (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under nearest extent reasonably possible) the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except benefit payable to the extent specifically permitted or required by Section 409A. (c) Executive. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered if the Executive is a “specified employee” as defined in a manner that avoids the inclusion of compensation in income under Code Section 409A, or and, as a result of that status, any portion of the payment of increased taxes, excise taxes or other penalties payments under Section 409A. The parties intend this Agreement would otherwise be subject to taxation pursuant to Code Section 409A, the Executive shall not be entitled to any payments upon a termination of her employment until the earlier of (i) the date which is six (6) months after her termination of employment for any reason other than death, or (ii) the date of the Executive’s death; provided the first such payment thereafter shall include all amounts that would have been paid earlier but for such six (6) month delay. At the request of the Executive, the Company shall set aside those payments that would otherwise be made in such six-month period in a trust that is in compliance with Rev. Proc. 92-64. Furthermore, with regard to any benefit to be provided upon a termination of employment, to the extent required by Code Section 409A. 409A, the Executive acknowledges shall pay the premium for such benefit during the aforesaid period and agrees that Stoke does not guarantee be reimbursed by the tax treatment or tax consequences associated Company therefor promptly after the end of such period. The provisions of this Section 21 shall only apply if, and to the extent, required to comply with any payment or benefit arising under this Agreement, including but not limited to consequences related to Code Section 409A.

Code Section 409A. (ai) In To the event extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). For the avoidance of doubt, it is intended that the payments or and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 4 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement that constitute “non-qualified deferred compensation” subject to within the meaning of Section 409A, then the following conditions apply to such payments or benefits: (i) Any 409A that are payable upon termination of employment shall not commence in connection with Executive’s termination of employment triggering payment of benefits unless and until Executive has also incurred a Separation from Service, unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur additional tax under Section 4 must constitute 409A. Each series of installment payments made under this Agreement is hereby designated as a series of “separation from serviceseparate payments” under within the meaning of Section 409A(a)(2)(A)(i) 409A of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occursCode. (ii) Notwithstanding If the Company (or, if applicable, the successor entity thereto) determines that any other provision with respect to the timing of payments or benefits under this Agreement constitute “deferred compensation” under Section 4 if409A and Executive is, at on the time date of Executive’s terminationSeparation from Service, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code), then limited only then, to the extent that the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 10(o)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A, 409A of the Code and the Treasury Regulations thereunder (and any payments applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to which Executive may become entitled under Section 4 which are subject to its compliance with Section 409A (and not otherwise exempt from its application) of the Code, the provision shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, read in such a manner that no payments otherwise due to Executive payable under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered subject to an “additional tax” as defined in a manner that avoids Section 409A(a)(1)(B) of the inclusion Code. (iv) Any reimbursement of compensation in income expenses or in-kind benefits payable under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment subject to liquidation or tax consequences associated with exchange for any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.other benefit.

Code Section 409A. (a) In the This Agreement is intended to comply with Code section 409A or an exemption thereunder and shall be construed and administered in accordance with Code section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that the complies with Code section 409A or an applicable exemption. Any payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject under this Agreement that may be excluded from Code section 409A either as separation pay due to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “an involuntary separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute service or as a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A short-term deferral shall be delayed until after excluded from Code section 409A to the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h)maximum extent possible. For purposes of clarificationCode section 409A, each installment payment provided under this Section 6(a) Agreement shall not cause any forfeiture be treated as a separate payment. Any payments to be made under this Agreement upon a termination of benefits on Executive’s part, but employment shall only act as be made upon a delay until such time as a “"separation from service” occurs. (ii) " under Code section 409A. Notwithstanding any other provision with respect to the timing of payments under Section 4 ifforegoing, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended Company makes no representations that each installment of the payments and benefits provided under Section 4 this Agreement comply with Code section 409A and in no event shall Company be treated as a separate “payment” liable for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate all or defer the delivery any portion of any such payments taxes, penalties, interest or benefits except to other expenses that may be incurred by the extent specifically permitted or required by Executive on account of non-compliance with Section 409A. (cb) Notwithstanding any other provision of this Agreement to the contraryAgreement, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with if any payment or benefit arising under this Agreementprovided to Employee in connection with his termination of employment is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A and Employee is determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i), including but then such payment or benefit shall not limited be paid until the first payroll date to consequences related occur following the six-month anniversary of Employee's termination date (the "Specified Employee Payment Date"). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Section 409A.Employee in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

Code Section 409A. (a) In To the event extent applicable, it is intended that the payments or benefits set forth Agreement be in accordance with the provisions of Code Section 4 constitute “non-qualified deferred compensation” subject 409A. The Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Code Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Code Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence). To the extent that Code Section 409A applies, and notwithstanding anything contained herein to the contrary, for all purposes of this Agreement, the Executive shall not be deemed to have had a termination of Executive’s employment does not constitute unless the Executive has incurred a separation of from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. as defined in Treasury Regulation §1.409A-1(h) (as and, to the result of further services that are reasonably anticipated extent required to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments avoid accelerated taxation and/or tax penalties under Section 4 that constitute deferred compensation under Code Section 409A shall and applicable guidance issued thereunder, payment of the amounts payable under the Agreement that would otherwise be delayed until payable during the six-month period after the date of a subsequent event constituting a separation termination shall instead be paid on the first business day after the expiration of service under Section 409A(a)(2)(A)(i) such six-month period. In addition, for purposes of the Code Agreement, each amount to be paid and Treas. Reg. §1.409A-1(h). For each installment payment shall be construed as a separate, identified payment for purposes of clarificationCode Section 409A. With respect to expenses eligible for reimbursement under the terms of this Agreement, this Section 6(a(i) the amount of such expenses eligible for reimbursement in any taxable year shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. affect the expenses eligible for reimbursement in another taxable year and (ii) Notwithstanding any other provision with respect reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the timing of payments under Section 4 if, at extent that the time of Executive’s termination, Executive is deemed right to be reimbursement does not provide for a “specified employeedeferral of compensation” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

Code Section 409A. (a) In Notwithstanding anything contained herein to the event that contrary, you shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject shall be due to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits you under Section 4 must constitute 7 of this Agreement unless you would be considered to have incurred a “separation from service” under from the Company within the meaning of Section 409A(a)(2)(A)(i) 409A of the Code. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described in Section 3 that are due within the “short term deferral period” as defined in Section 409A of the Code and Treasshall not be treated as deferred compensation unless applicable law requires otherwise. Reg. §1.409A-1(h) before Notwithstanding any provision to the contrary in this Agreement, no payment or distribution under this Agreement which constitutes an item of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes becomes payable by reason of clarification, this Section 6(ayour termination of employment with the Company will be made to you prior to the earlier of (i) shall not cause any forfeiture the expiration of benefits on Executive’s part, but shall only act as a delay until such time as a the six (6)-month period measured from the date of your “separation from service” occurs. (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) Notwithstanding any other provision with respect to the timing date of payments under Section 4 ifyour death, if you are deemed at the time of Executive’s termination, Executive is deemed such separation from service to be a “specified key employee” of Stoke (within the meaning of that term under Code Section 409A(a)(2)(B)(i416(i) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all payments and benefits deferred pursuant to this Section 7(e) (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to you in a lump sum, and any remaining payments due under this Agreement will be paid in accordance with the normal payment dates specified for them herein. In addition, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject if you terminate employment after November 1st pursuant to Section 409A (7(b) of this Agreement, amounts that would otherwise be payable and not benefits that would otherwise exempt from its application) shall be withheld until the first (1st) business day provided pursuant to this Agreement prior to December 31st of the seventh (7th) month following year in which the termination of Executive’s employmentemployment occurs shall, at which time Executive shall subject to the previous sentence of this Section, instead be paid an aggregate amount equal to on the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment first business day following January 1st of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes year following your termination of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.employment.

Code Section 409A. (a) In Notwithstanding anything to the event that the payments or benefits set forth contrary in Section 4 constitute “non-qualified deferred compensation” subject to Section 409Athis Agreement, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute if Executive is a “separation from servicespecified employee” under within the meaning of Section 409A(a)(2)(A)(i) 409A of the Code and Treas. Reg. §1.409A-1(hany final regulations and guidance promulgated thereunder (collectively “Section 409A”) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed and the severance payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits may be a considered deferred compensation under Section 409A (together, the “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the CodeDeferred Compensation Separation Benefits”), then limited only that portion of the Deferred Compensation Separation Benefits which do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Executive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the extent necessary Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day so that none of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the severance payments and benefits to be provided under Section 4 shall hereunder will be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except subject to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income additional tax imposed under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement and any ambiguities herein will be interpreted to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.so comply.

Code Section 409A. If the Employee is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986 (aas amended the “Code”), then any amounts payable to the Employee under this Section 4 during the first six months and one day following the date of termination that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code (as determined by the Company in its sole discretion) In shall not be paid until the date that is six months and one day following such termination to the extent necessary to avoid adverse tax consequences under Section 409A of the Code, and, if such payments are required to be so deferred, the first payment shall be in an amount equal to the total amount to which the Employee would otherwise have been entitled to during the period following the date of termination if such deferral had not been required. Furthermore, this Agreement is intended to comply with Section 409A of the Code (or any regulations or rulings thereunder), and shall be construed and interpreted in accordance with such intent. Notwithstanding anything to the contrary in this Agreement, the Company, in the exercise of its sole discretion and without the consent of the Employee, may amend or modify this Agreement in any manner in order to meet the requirements of Section 409A of the Code as amplified by any Internal Revenue Service or U.S. Treasury Department guidance. Any provision of this Agreement that would cause the payment of any benefit to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment shall be retroactive to the extent permitted by the Code or any regulations or rulings thereunder). Specifically but without limiting the foregoing, payment under Section 1.2 shall be made only in the event that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute constitutes a “separation from service” under within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To in the extent event that the termination of Executive’s employment does Company determines that a “separation from service” has not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates)occurred, any such payments under Section 4 that constitute deferred compensation under Section 409A payment due hereunder shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay deferred until such time as a “separation from service” occurshas occurred. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

Code Section 409A. (a) Notwithstanding any other provisions of this Agreement or the Plan, the Option granted hereunder shall not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon the Optionee. In the event it is reasonably determined by the Committee that, as a result of Section 409A of the Code, the transfer of Shares under this Agreement may not be made at the time contemplated hereunder without causing the Optionee to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that would not result in the Optionee incurring any tax liability under Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Optionee’s termination of Employment with the Company the Optionee is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits set forth otherwise payable hereunder as a result of such termination of Employment is necessary in order to prevent any accelerated or additional tax under Section 4 constitute 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Optionee) until the date that is six months following the Optionee’s termination of Employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax). The Optionee is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Optionee in connection with the Option (including any taxes and penalties under Section 409A), and neither the Company nor any of its Subsidiaries shall have any obligation to indemnify or otherwise hold the Optionee (or any beneficiary) harmless from any or all of such taxes or penalties. If the Option is considered “non-qualified deferred compensation” subject to Section 409A, then references in this Agreement and the following conditions apply Plan to such payments or benefits: (i) Any “termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a Employment” and “separation from service” under Section 409A(a)(2)(A)(i) of the Code (and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(asubstantially similar phrases) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a mean “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements 409A. For purposes of Section 409A, any payments to which Executive each payment that may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day made in respect of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It Option is intended that each installment of the payments and benefits provided under Section 4 shall be treated designated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A..

Code Section 409A. (a) In This Agreement is intended to be exempt from Section 409A of the event Code, as amended and will be interpreted in a manner intended to reflect that intention. A. Notwithstanding anything herein to the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” contrary, if any amounts payable pursuant to this Agreement are determined to be subject to Section 409A409A of the Code, then the following conditions apply with respect to such payments or benefits: amounts: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, if at the time of Executive’s terminationseparation from service from Company, Executive is deemed to be a “specified employee” as defined in Section 409A of Stoke the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of the payment of such amounts on account of such separation from service is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then Company will defer the commencement of the payment of any such amounts hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s separation from service from Company (or the earliest date as is permitted under Section 409A of the Code), and (ii) each payment of two or more installment payments made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A(a)(2)(B)(i) 409A of the Code), then limited only to the extent necessary to comply with the requirements . Any amounts of Section 409A, any payments to which Executive may become entitled under Section 4 which deferred compensation that are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day payable by reason of the seventh (7th) month following the Executive's termination of Executive’s employment, at which time Executive employment shall not be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms unless such termination of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as employment also constitutes a separate “payment” "separation from service" for purposes of Section 409A. Neither Stoke nor 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 Executive shall have hereunder could cause the right to accelerate application of an accelerated or defer additional tax under Section 409A of the delivery of any Code, such payments or other benefits except 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 specifically permitted possible, in a manner, determined by Company, that does not cause such an accelerated or required by Section 409A.additional tax. (c) Notwithstanding C. To the extent any other provision of reimbursements or in-kind benefits due Executive under this Agreement to constitutes “deferred compensation” under Section 409A of the contraryCode, this Agreement any such reimbursements or in-kind benefits shall be interpreted and at all times administered paid to Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). D. Company shall consult with Executive in good faith regarding the implementation of the provisions of this paragraph; provided that avoids the inclusion neither Company nor any of compensation in income under Section 409A, its employees or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement representatives shall have any liability to be in compliance Executive with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited respect thereto. (Signature Page to consequences related to Section 409A.Follow)

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 (a) In the event that the payments or benefits set forth in Section 4 constitute collectively “non-qualified deferred compensation” subject to Code Section 409A”) and, then accordingly, to the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the maximum extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated permitted, this Agreement shall be interpreted to be provided either exempt from or in compliance therewith. In no event whatsoever shall the Company or Employer be liable for any additional tax, interest or penalty that may be imposed on Executive by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Code Section 409A shall be delayed until after or damages for failing to comply with Code Section 409A. Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed termination to be a “specified employee” of Stoke (within the meaning of that term under Code Section 409A(a)(2)(B)(i) of the Code409A(a)(2)(B), then limited only any payment under Section 5 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death (the “Delay Period”) to the extent necessary required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to comply this Section 5(e) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the requirements 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 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, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal right to the accumulated, but unpaid, payments otherwise due receive any installment payment pursuant to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 this Agreement shall be treated as a 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 “paymentdeferred compensation” for purposes of Code Section 409A. Neither Stoke nor Executive shall have the right 409A be subject to accelerate or defer the delivery of offset by any such payments or benefits except to the extent specifically other amount unless otherwise permitted or required by Code Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

Code Section 409A. (a) In the event that the payments or benefits set forth in Section 4 constitute “non-non- qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

Code Section 409A. (a) In Notwithstanding anything to the event that the payments or benefits set forth contrary in Section 4 constitute “non-qualified deferred compensation” subject to Section 409Athis Agreement, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute if Employee is a “separation from servicespecified employee” under within the meaning of Section 409A(a)(2)(A)(i) 409A of the Code and Treas. Reg. §1.409A-1(hany final regulations and guidance promulgated thereunder (“Section 409A”) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executiveof Employee’s employment terminates)termination, then only that portion of the severance payable to Employee pursuant to this Agreement, if any, and any such other severance payments under Section 4 that constitute or separation benefits which may be considered deferred compensation under Section 409A shall (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be delayed until after made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of a Employee’s termination of employment. All subsequent event constituting a separation Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary Agreement to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day so that none of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the severance payments and benefits to be provided under Section 4 shall hereunder will be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except subject to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income additional tax imposed under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement and any ambiguities herein will be interpreted to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.so comply.

Code Section 409A. It is intended that any amounts payable under this Agreement and the Company's and Executive's exercise of authority or discretion hereunder shall comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive to the payment of any interest or additional tax imposed under Code Section 409A. To the extent any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, the Agreement shall be modified to avoid such additional tax. Notwithstanding the foregoing, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A and the rules and regulations thereunder (“Section 409A”), if Executive is a “specified employee” (as defined under Section 409A) as of the date of his “separation from service” (as defined under Section 409A) from the Company, then any payment of benefits scheduled to be paid by the Company to Executive during the first six (6) month period following the date of a termination of employment hereunder that constitutes deferred compensation under Code Section 409A shall not be paid until the earlier of (a) In the expiration of the six (6) month period measured from the date of Executive’s “separation from service” and (b) the date of Executive’s death. All payments and benefits that are delayed pursuant to the immediately preceding sentence shall be paid to Executive in a lump sum as soon as practicable following the expiration of such period (or if earlier, upon Executive’s death) but in no event that later than thirty (30) days following such period. To the payments or benefits set forth extent required in Section 4 constitute “non-qualified deferred compensation” subject order to avoid accelerated taxation and/or tax penalties under Section 409A, then the following conditions apply to such payments no amount or benefits: (i) Any benefit that is payable upon a termination of Executive’s employment triggering payment or services from the Company shall be payable unless such termination also meets the requirements of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service 409A. Each payment, including each installment payment, made under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A this Agreement shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time designated as a “separation from serviceseparate payment” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code)409A. As such, then limited only and to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (applicable and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income permissible under Section 409A, or each such “separate payment” shall be made in a manner so as to satisfy Section 409A and Treasury Regulations promulgated thereunder, including the payment of increased taxes, excise taxes or other penalties under provisions which exempt certain compensation from Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement409A, including but not limited to consequences related Treasury Regulations Section 1.409A-1(b)(4) regarding payments made within the applicable 2 ½ month period and Section 1.409A-1(b)(9)(iii) regarding payments made only upon an involuntary separation from service. In addition, the parties shall cooperate fully with one another to ensure compliance with Section 409A, including, without limitation, adopting amendments to arrangements subject to Section 409A and operating such arrangements in compliance with Section 409A.

Code Section 409A. (a) In the event To extent that the payments Executive would otherwise be entitled to any payment or benefits set forth in benefit under this Agreement that constitutes deferred compensation within the meaning of Section 4 constitute 409A of the Internal Revenue Code of 1986, as amended (“non-qualified deferred compensation” subject to Section 409A, then ”) and that if paid during the following conditions apply to such payments or benefits: (i) Any termination six months beginning on the date of Executive’s termination of employment triggering payment of benefits would be subject to additional taxes and penalties under Section 4 must constitute 409A (“409A Penalties”) because the Executive is a specified employee (within the meaning of Section 409A), then, except to the extent specifically addressed under a separate plan or arrangement of the Company or of KCS, the payment will be paid to the Executive on the earliest of the six-month anniversary of the termination of employment, a change in ownership or effective control of the Company (within the meaning of Section 409A) or the Executive’s death. In addition, any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to the Executive only upon a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and as defined in Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence). To the extent that applicable, each severance payment made under this Agreement shall be deemed to be a separate payment, and amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of extent provided in the Code and exceptions in Treas. Reg. §1.409A-1(h1.409A-1(b)(4) (as “short- term deferrals”) and (b)(9) (“separation pay plans,” including the result exception under subparagraph (iii)) and other applicable provisions of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 41.409A-1 through 1.409A-6. (b) It Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is intended that each installment of determined to be subject to Section 409A, the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery amount of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409Aexpenses eligible for reimbursement, or the payment provision of increased taxesany in-kind benefit, excise taxes in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other penalties aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. 8. Attachment A to the Agreement is hereby deleted and replaced with the new Attachment A attached hereto. Except as otherwise expressly set forth in this Addendum, including Attachment A, the Agreement shall remain unchanged and in full force and effect in accordance with its terms. The Parties acknowledge and agree that effective upon the date of the execution of this Addendum, all rights and obligations of KCS as an employer under Section 409A. The parties intend this the Agreement are fully assigned to be in compliance with Section 409A. Executive acknowledges the Company and the Company accepts and agrees that Stoke does not guarantee to assume all such rights and obligations and Executive consents to such assignment; provided, however, any obligations and rights of KCS under the tax treatment or tax consequences associated Agreement with any payment or benefit arising under this Agreement, including but not limited respect to consequences related to Section 409A.plans sponsored by KCS and referenced in the Agreement shall remain obligations and rights of KCS.

Code Section 409A. It is intended that this Agreement shall comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (a) In the “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 that the payments or benefits set forth and in Section 4 constitute “non-qualified deferred compensation” subject to a manner permitted by Code Section 409A, then to the following conditions apply extent applicable, so as not to subject the Executive to the payment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Executive being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree, to the extent possible, to amend this Agreement to maintain to the maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or interest under Code Section 409A. All payments or benefits: (i) Any to be made upon a termination of Executive’s employment triggering payment of benefits under Section 4 must constitute this Agreement may only be made upon a “separation from service” as defined under Code Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) 409A. Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in if, as of the date of the Executive’s separation from service, the Executive is a manner that avoids the inclusion of compensation in income “specified employee” as defined under Code Section 409A, or then, except to the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend extent that this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee provide for a “deferral of compensation” within the tax treatment meaning of Code Section 409A of the Code, no payments shall be made and no benefits shall be provided to the Executive during the period beginning on the date of the Executive’s separation from service and ending on the last day of the sixth month after such date. In no event may the Executive, directly or tax consequences associated with indirectly, designate the calendar year of any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A..

Code Section 409A. It is intended that this Agreement comply with the provisions of section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (a) In the “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 that the payments or benefits set forth and in Section 4 constitute “non-qualified deferred compensation” subject to a manner permitted by Code Section 409A, then to the following conditions apply extent applicable, so as not to subject the Executive to the payment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Executive being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree, to the extent possible, to amend this Agreement to maintain to the maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or interest under Code Section 409A. All payments or benefits: (i) Any to be made upon a termination of Executive’s employment triggering payment of benefits under Section 4 must constitute this Agreement may only be made upon a “separation from service” as defined under Code Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) 409A. Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in if, on the date of the Executive's separation from service, the Executive is a manner that avoids the inclusion of compensation in income “specified employee” as defined under Code Section 409A, or then, except to the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend extent that this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee provide for a “deferral of compensation” within the tax treatment meaning of Code Section 409A of the Code, no payments may be made and no benefits may be provided to the Executive during the period beginning on the date of the Executive's separation from service and ending on the last day of the sixth month after such date. In no event may the Executive, directly or tax consequences associated with indirectly, designate the calendar year of any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A..

Code Section 409A. (a) In the event that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409AFor purposes of this letter agreement, then the following conditions apply to such payments or benefits: (i) Any a termination of Executive’s employment triggering payment of benefits under Section 4 must constitute will be determined consistent with the rules relating to a “separation from service” under as defined in Section 409A(a)(2)(A)(i) 409A of the Code and Treasthe regulations thereunder (“Section 409A”). Reg. §1.409A-1(h) before distribution of such benefits can commence. To Notwithstanding anything else provided herein, to the extent that the any payments provided under this letter agreement in connection with your termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under subject to Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code 409A, and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, you are deemed at the time of Executive’s termination, Executive is deemed such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of Stoke (i) the expiration of the 6-month period measured from your separation from service from the Company or (ii) the date of your death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you including, without limitation, the additional tax for which you would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between your termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any provision of this letter agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this letter agreement may be classified as a “short-term deferral” within the meaning of Section 409A(a)(2)(B)(i) of the Code)409A, then limited only to the extent necessary to comply with the requirements such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A, any 409A. Payments pursuant to this section are intended to constitute separate payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have l.409A-2(b )(2) of the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.Treasury Regulations.

Code Section 409A. (a) In the event that the The payments or and benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that provided hereunder are reasonably anticipated intended to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation exempt from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply or compliant with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Code Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner the event that avoids following the inclusion effective date hereof, the Company reasonably determines that any payments or benefits hereunder are not either exempt from or compliant with the requirements of compensation in income under Code Section 409A, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that are necessary or appropriate (i) to preserve the intended tax treatment of the payments and benefits provided hereunder, to preserve the economic benefits with respect to such payments and benefits, and/or (ii) to exempt such payments and benefits from Code Section 409A or to comply with the requirements of Code Section 409A and thereby avoid the application of penalty taxes thereunder, provided¸ however, that the Company shall have no obligation to take any action described in this Section 8 or to indemnify the Executive for any failure to take any such action. (b) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any termination payments or benefits payable under Section 2 above, shall be paid to the Executive during the 6-month period following the Executive’s Separation from Service to the extent that the Company reasonably determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of increased taxesany such amounts is delayed as a result of the previous sentence, excise taxes then on the first business day following the end of such 6-month period (or other penalties such earlier date upon which such amount can be paid under Section 409A. The parties intend this Agreement 409A of the Code without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to be the cumulative amount that would have otherwise been payable to the Executive during such 6-month period. (c) To the extent that any reimbursements hereunder constitute taxable compensation to the Executives, including without limitation, any reimbursements made in compliance accordance with Section 409A. 6 above (but excluding any reimbursements made in accordance with Sections 2 and 5 above, which reimbursements shall be provided in accordance with such Sections), such reimbursements shall be made to the Executive acknowledges promptly, but in no event after December 31st of the year following the year in which the expense was incurred, the amount of any such amounts reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and agrees that Stoke does the Executive’s right to reimbursement of any such expenses shall not guarantee the tax treatment be subject to liquidation or tax consequences associated with exchange for any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.other benefit.

Code Section 409A. (a) In The Agreement and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, Code Section 409A. The Plan and all Awards shall be administered, interpreted, and construed in a manner constituent with Code Section 409A or an exemption thereform. Should any provision of the event that Plan, the payments Agreement or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject any Award hereunder be found not to comply with, or otherwise be exempt from, the provisions of the Code Section 409A, then such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Plan during the six-month period immediately following conditions apply the Employee’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s termination date (or death, if earlier), with interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of the Code, for the month in which payment would have been made but for the delay in payment required to such avoid the imposition of an additional rate of tax on the Employee under Section 409A. Any payments or benefits: (i) Any to be made under this Plan upon a termination of Executive’s employment triggering payment shall only be made if such termination of benefits under Section 4 must constitute employment constitutes a “separation from service” under Section 409A(a)(2)(A)(i) of 409A. Notwithstanding the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To foregoing, the extent Company makes no representations that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under this Plan comply with Section 4 409A and in no event shall the Company be treated as a separate “payment” liable for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate all or defer the delivery any portion of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes penalties, interest or other penalties under Section 409A. The parties intend this Agreement to expenses that may be in incurred by the Employee on account of non-compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

Code Section 409A. (a) In the event that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject For purposes of this Agreement, no payment will be made to Section 409A, then the following conditions apply to such payments or benefits: (i) Any Executive on termination of Executive’s employment triggering payment of benefits under Section 4 must constitute unless such termination constitutes a “separation from service” under within the meaning of Code Section 409A(a)(2)(A)(i409A and Section 1.409A-l(h) of the Code and Treas. Reg. §1.409A-1(hregulations promulgated thereunder. (b) before distribution of such benefits can commence. To the extent that the termination of any payments to which Executive becomes entitled under this Agreement in connection with Executive’s employment does not constitute a separation of from service under Section 409A(a)(2)(A)(i) of from the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that Company constitute deferred compensation under subject to Code Section 409A shall (the “Deferred Payments”), such payments will be delayed paid on, or in the case of installments, will not commence, until after sixty (60) days following the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s partseparation from service, but shall only act as a delay until or if later, such time as a “required by subsection (c), below. Except as required by subsection (c), below, any installment payments that would have been made to Executive during the 60-day period immediately following Executive’s separation from service” occursservice but for the preceding sentence will be paid to Executive on or around the sixtieth day following Executive’s separation from service and the remaining payments will be made as provided herein. (iic) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, If Executive is deemed at the time of Executive’s termination, Executive is deemed such separation from service to be a “specified employee” of Stoke under Code Section 409A, then any Deferred Payment(s) will not be made or commence until the earliest of: (within i) the meaning of Section 409A(a)(2)(B)(i) expiration of the Code)6-month period measured from the date of Executive’s “separation from service” (as such term is at the time defined in Treasury Regulations under Code Section 409A) with the Company, then limited or (ii) the date of Executive’s death following such separation from service; provided, however, that such deferral will only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Code Section 409A(a)(l)(B) in the absence of such deferral. On the expiration of the applicable deferral period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph will be paid to the Executive or Executive’s beneficiary in one lump sum. (d) The Company and the Executive, and as applicable their beneficiary, will work together to ensure the Company and the Executive address and abide by any Section 409A requirements. (e) The Company reserves the right to amend this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Executive or any other individual, to comply with any provision required to avoid the requirements imposition of Section 409A, any payments to which Executive may become entitled the additional tax imposed under Section 4 which are subject to Code Section 409A (and not or to otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal avoid income recognition under Code Section 409A prior to the accumulated, but unpaid, payments otherwise due to Executive under the terms actual payment of Section 4. (b) It any benefits or imposition of any additional tax. Each payment and benefit payable hereunder is intended that each installment of the payments and benefits provided under Section 4 shall be treated as to constitute a separate “payment” payment for purposes of Section 409A. Neither Stoke nor 1.409A-2(b)(2) of the Treasury Regulations. In no event will the Company reimburse the Executive shall have for any taxes that might be imposed on the right to accelerate or defer the delivery Executive as a result of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

Code Section 409A. (a) In the event that the payments or benefits set forth Anything in Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect Agreement to the timing of payments under Section 4 ifcontrary notwithstanding, if at the time of Executivethe EMPLOYEE’s terminationseparation from service within the meaning of Section 409A of the Code, Executive TBOP’s stock is deemed to be publicly traded on an established securities market or otherwise and TBOP determines that the EMPLOYEE is a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary any payment or benefit that the EMPLOYEE becomes entitled to comply with under this Agreement on account of the requirements EMPLOYEE’s separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the IRC as a result of the application of Section 409A409A(a)(2)(B)(i) of the IRC, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and not one day after the EMPLOYEE’s separation from service, or (ii) the EMPLOYEE’s death. The first installment payment shall include a catch-up payment covering amounts that would otherwise exempt from its application) have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be withheld payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of separation from service occurs, from such date of separation from service until the first (1st) business day payment. To the extent that the foregoing applies to the provision of any ongoing medical benefits to the seventh (7th) EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by the EMPLOYEE, the EMPLOYEE shall pay the full costs of premiums for such medical benefits during the six-month following period and TBOP shall pay the termination of Executive’s employment, at which time Executive shall be paid EMPLOYEE an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under amount of such premiums paid by the terms EMPLOYEE during the six-month period within ten (10) days after the conclusion of Section 4such period. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” Solely for purposes of Section 409A. Neither Stoke nor Executive 409A of the IRC, each installment payment of severance is considered a separate payment. (c) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall have be provided by TBOP or incurred by the EMPLOYEE during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to accelerate reimbursement or defer in-kind benefits is not subject to liquidation or exchange for another benefit. (d) To the delivery extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of any the IRC, and to the extent that such payment or benefit is payable upon the EMPLOYEE’s termination of employment, then such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted payable only upon the EMPLOYEE’s “separation from service.” The determination of whether and at all times administered when a separation from service has occurred shall be made in a manner that avoids accordance with the inclusion of compensation presumptions set forth in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.Treasury Regulation § 1.409A-l(h).

Code Section 409A. (a) In For purposes of this letter agreement, a “Separation” will be determined consistent with the event that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject rules relating to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under as defined in Section 409A(a)(2)(A)(i) 409A of the Code and Treasthe regulations thereunder (“Section 409A”). Reg. §1.409A-1(h) before distribution of such benefits can commence. To Notwithstanding anything else provided herein, to the extent that the any payments provided under this letter agreement in connection with your termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under subject to Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code 409A, and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, you are deemed at the time of Executive’s termination, Executive is deemed such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of Stoke (i) the expiration of the 6-month period measured from your Separation from the Company or (ii) the date of your death following such a Separation; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you including, without limitation, the additional tax for which you would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between your termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any provision of this letter agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this letter agreement may be classified as a “short-term deferral” within the meaning of Section 409A(a)(2)(B)(i) of the Code)409A, then limited only to the extent necessary to comply with the requirements such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A, any 409A. Payments pursuant to this section are intended to constitute separate payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have 1.409A-2(b)(2) of the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.Treasury Regulations.

Code Section 409A. (a) In 24.1 It is intended that any amounts payable under this Agreement and the event that Company’s and the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment exercise of benefits under authority or discretion hereunder shall comply with Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) 409A of the Code (including the Treasury regulations and Treas. Reg. §1.409A-1(hother published guidance relating thereto) before distribution (“Code Section 409A”) so as not to subject the Executive to payment of such benefits can commence. any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the additional tax imposed by Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) the Agreement shall be withheld until the first construed and interpreted in a manner to avoid such additional tax yet preserve (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due nearest extent reasonably possible) the intended benefit payable to Executive under the terms of Section 4Executive. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) 24.2 Notwithstanding any other provision of this Agreement to the contrary, this Agreement if the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Executive’s Separation from Service, the Executive shall not be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement entitled to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related pursuant to Section 409A.5.3(b) until the earlier of (i) the date which is six (6) months after Executive’s Separation from Service for any reason other than death, or (ii) the date of the Executive’s death. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’s Separation from Service that are not so paid by reason of this Section 24.2 shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the Executive’s death). The provisions of this Section 24.2 shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code.

Code Section 409A. The severance pay and severance benefits provided under this Agreement are intended to be exempt from Internal Revenue Code Section 409A (a) In the event that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Code Section 409A”) and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Code Section 409A. In particular, then the following conditions apply severance pay and benefits are intended to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (short-term deferral within the meaning of Treasury Regulation Section 409A(a)(2)(B)(i1.409A-1(b)(4), a payment or benefit described in paragraphs (b)(9)(iv) and (v) of Treasury Regulation Section 1.409A-1, and/or severance pay due to involuntary separation from service under Treasury Regulation Section 1.409A-1(b)(9)(iii). If a provision of this Agreement would result in the Code)imposition of an applicable tax under Code Section 409A, then limited only the parties agree that such provision shall be reformed to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled permissible under Section 4 which are subject to Code Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day to avoid imposition of the seventh (7th) month following applicable tax, with such reformation effected in a manner that has the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal most favorable tax result to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Executive. Notwithstanding any other provision of in this Agreement to the contrary, if (a) the Executive is a “specified employee,” as such term is defined in Code Section 409A and the regulations thereunder and (b) any payment due under this Agreement is subject to Code Section 409A and is required to be delayed under Code Section 409A because the Executive is a specified employee, that payment shall be interpreted payable on the earlier of (i) the first business day that is six months after the Executive’s Separation from Service, (ii) the date of the Executive’s death, or (iii) the date that otherwise complies with the requirements of Code Section 409A. This paragraph shall be applied by accumulating all payments that otherwise would have been paid within six months of the Executive’s Separation from Service and at all times administered paying such accumulated amounts on the earliest business day which complies with the requirements of Code Section 409A. For purposes of determining the identity of specified employees, the Company may establish procedures as it deems appropriate in a manner that avoids the inclusion accordance with Code Section 409A. For purposes of compensation in income under Code Section 409A, each payment amount or the payment of increased taxes, excise taxes or other penalties benefit due under Section 409A. The parties intend this Agreement will be considered a separate payment and the Executive’s entitlement to a series of payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments. With respect to any reimbursements that are nonqualified deferred compensation subject to Code Section 409A, (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in compliance with Section 409A. Executive acknowledges any other calendar year, (ii) the reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred and agrees that Stoke does (iii) the right to reimbursement shall not guarantee the tax treatment be subject to liquidation or tax consequences associated with exchange for any payment or benefit arising under other benefit. For purposes of this Agreement, including “Separation from Service” means separation from service (within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder) with the group of employers that includes the Company and each of its “409A Affiliates.” For this purpose, “409A Affiliate” means any incorporated or unincorporated trade or business or other entity or person, other than the Company, that along with the Company is considered a single employer under Internal Revenue Code Section 414(b) or Internal Revenue Code Section 414(c), but (i) in applying Internal Revenue Code Section 1563(a)(1), (2), and (3) for the purposes of determining a controlled group of corporations under Internal Revenue Code Section 414(b), the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Internal Revenue Code Section 1563(a)(1), (2), and (3), and (ii) in applying Treasury Regulation Section 1.414(c)-2 for the purposes of determining trades or businesses (whether or not limited to consequences related to incorporated) that are under common control for the purposes of Internal Revenue Code Section 409A.414(c), the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Treasury Regulation Section 1.414(c)-2.

Code Section 409A. (a) In Although the event that Company does not guarantee to the Executive any particular tax treatment relating to the payments made or benefits set forth provided to the Executive in Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then connection with the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment with the Company, it is intended that this Agreement comply with the provisions of benefits under Section 4 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and all regulations, guidance and other interpretive authority issued thereunder (“Code Section 409A”), or be exempt therefrom, and this Agreement shall be construed and applied in a manner consistent with this intent. However, notwithstanding anything herein to the contrary, in no event whatsoever shall the Company or any of its affiliates be liable for any tax, additional tax, interest or penalty that may be imposed on the Executive pursuant to Code Section 409A or for any damages for failing to comply with Code Section 409A. The Executive’s termination from employment must constitute a “separation from service” under Code Section 409A(a)(2)(A)(i409A for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment; provided, further, that in the event the period during which the Executive is entitled to consider (and revoke, if applicable) this Agreement spans two calendar years, then any payment that otherwise would have been payable during the first calendar year will in no case be made until the later of (a) the end of the Code and Treas. Reg. §1.409A-1(h) before distribution revocation period (assuming the Executive does not revoke this Agreement prior to the end of such benefits can commence. To period) and (b) the first business day of the second calendar year (regardless of whether the Executive has used the full time period allowed for consideration of this Agreement), as and to the extent required for purposes of Code Section 409A; and provided, further, that the termination Company shall have the right to offset against such severance pay any then-existing documented and bona fide monetary debts the Executive owes to the Company or any of Executive’s employment does not constitute a separation of service its subsidiaries, but only to the extent permissible under Code Section 409A(a)(2)(A)(i) of 409A. Notwithstanding anything to the Code and Treas. Reg. §1.409A-1(h) (as contrary in this Agreement, if the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after is deemed on the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed termination to be a “specified employee” of Stoke (within the meaning of under Section 409A(a)(2)(B)(i409A(a)(2)(B) of the Code), then limited only 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 will not be made or provided until the date that is the earlier of (i) the expiration of the six-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 necessary required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to comply this Section 2.3 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the requirements normal payment dates specified for them herein. Notwithstanding any other provision herein to the contrary, to the extent that the reimbursement of any expenses or the provision of any in-kind benefits under this Agreement is subject to Code Section 409A, (i) reimbursement of any payments such expense shall be made by no later than December 31 of the calendar year immediately following the calendar year in which such expense is incurred; (ii) any right to which Executive may become entitled under Section 4 which are reimbursement or in-kind benefits shall not be subject to Section 409A liquidation or exchange for another benefit; and (and not otherwise exempt from its applicationiii) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employmentno such reimbursement, at which time Executive shall be paid an aggregate amount equal to the accumulatedexpenses eligible for reimbursement, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each and every payment under Section 4 this Agreement shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery receive a series of any such separate payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, under this Agreement shall be interpreted and at all times administered in treated as a manner that avoids right to receive a series of separate payments under the inclusion of compensation in income Treasury Regulation Section 1.409A-2(b)(2)(iii). Whenever a payment under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee within the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.sole discretion of the Company.

Code Section 409A. (a) In the event The parties intend that the payments benefits provided in this Agreement qualify for the exceptions from coverage under Code Section 409A (and the regulations or benefits set forth in Section 4 constitute other applicable guidance), such as the exception for “nonshort-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from serviceterm deferrals” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(hSection 1.409A-1(b)(4) before distribution of such benefits can commenceand the exception for “involuntary” separation pay plans under Treas. Reg. Section 1.409A-1(b)(9)(iii). To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after is applicable to this Agreement and the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of benefits provided hereunder, the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, Company intends that this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to Agreement comply with the requirements of deferral, payout and other limitations and restrictions imposed under Code Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until 409A. Without limiting the first (1st) business day generality of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments foregoing and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding notwithstanding any other provision of this Agreement to the contrary, (a) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Employee’s employment are intended to mean Employee’s “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), and (b) each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement, including, without limitation, under Sections 3.3 and 3.4, shall be treated as a right to a series of separate payments. In addition, if Employee is a “specified employee” within the meaning of Code Section 409A at the time of Employee’s separation from service, then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Employee’s “separation from service” shall not be paid to Employee during such period, but shall instead be accumulated and paid to Employee in a lump sum on the first business day after the earlier of the date that is six months following Employee’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement construed to be in compliance transfer any liability for failure to comply with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee 409A from Employee or any other individual to the tax treatment Company or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.of its Affiliates.

Code Section 409A. (a) In the event It is intended that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of any amounts payable under this Agreement and Company’s and Executive’s employment triggering payment exercise of benefits under authority or discretion hereunder shall comply with Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) 409A of the Code (including the Treasury regulations and Treas. Reg. §1.409A-1(hother published guidance relating thereto) before distribution (“Code Section 409A”) so as not to subject Executive to payment of such benefits can commence. any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the additional tax imposed by Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) the Agreement shall be withheld until the first modified to avoid such additional tax yet preserve (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due nearest extent reasonably possible) the intended benefit payable to Executive under the terms of Section 4Executive. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered if Executive is a “specified employee” as defined in a manner that avoids the inclusion of compensation in income under Code Section 409A, Executive shall not be entitled to any payments upon a termination of his employment until the earlier of (i) the date which is six (6) months after his termination of employment for any reason other than death, or (ii) the payment date of increased taxesExecutive’s death. Furthermore, excise taxes or other penalties under Section 409A. The parties intend this Agreement with regard to any benefit to be in compliance provided upon a termination of employment, to the extent required by Code Section 409A, Executive shall pay the premium for such benefit during the aforesaid period and be reimbursed by the Corporation therefor promptly after the end of such period. Any amounts otherwise payable to Executive following a termination of his employment that are not so paid by reason of this Section 24(b) shall be paid as soon as practicable after the date that is six (6) months after the termination of Executive’s employment (or, if earlier, the date of Executive’s death). The provisions of this Section 24(b) shall only apply if, and to the extent, required to comply with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Code Section 409A.

Code Section 409A. (a) In 10.1 To the event extent that the any payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” to be made to Executive upon a termination of employment are subject to Section 409A409A of the Code, then the following conditions apply to such payments or benefits: (i) Any a termination of Executive’s employment triggering payment of benefits under Section 4 must constitute with the Company shall not have occurred unless and until Executive has incurred a “separation from service” as defined under Section 409A(a)(2)(A)(i) 409A of the Code and Treasapplicable regulations. Reg. §1.409A-1(h) before distribution The determination of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute whether and when a separation of from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A has occurred shall be delayed until after made in accordance with the date of a subsequent event constituting a separation of service under presumptions set forth in Treasury Regulation Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect 10.2 Anything in this Agreement to the timing of payments under Section 4 ifcontrary notwithstanding, if at the time of Executive’s terminationseparation from service within the meaning of Section 409A of the Code, the Company determines that Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary any payment or benefit that Executive becomes entitled to comply with under this Agreement on account of Executive’s separation from service would be considered deferred compensation otherwise subject to the requirements 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (a) six months and one day after Executive’s separation from service, or (b) Executive’s death. If any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and not otherwise exempt from its application) the balance of the installments shall be withheld until payable in accordance with their original schedule. 10.3 All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the first (1st) business Company or incurred by Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the seventh (7th) month taxable year following the termination taxable year in which the expense was incurred. The amount of Executive’s employmentin-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. 10.4 The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, at which time Executive the provision shall be paid an aggregate amount equal read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The Parties agree that each installment this Agreement may be amended, as reasonably requested by either Party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided under hereunder without additional cost to either Party. This Section 4 10 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except apply only to the extent specifically permitted required to avoid Executive’s incurrence of any tax or required by interest under Section 409A.409A of the Code or any regulations or Treasury guidance promulgated thereunder. (c) 10.5 Notwithstanding any other provision of this Agreement to the contrary, to the extent that any payment under the terms of this Agreement would constitute an impermissible acceleration of payments under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, such payments shall be interpreted and made no earlier than at all such times administered in a manner that avoids the inclusion of compensation in income allowed under Section 409A409A of the Code. 10.6 The Company makes no representation or warranty and shall have no liability to Executive or any other person for violations in form if any provisions relating to the form of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the payment of increased taxesconditions of, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.such Section.

Code Section 409A. (a) In Notwithstanding anything herein to the event contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein shall either be exempt from the requirements of Section 409A of the Code or shall comply with the requirements of such provision. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Code, any payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any due upon a termination of Executive’s employment triggering under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and which 13 do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided on the earlier of (i) the date which is six (6) months after Executive’s separation from service (as such term is defined in Treas. Regs. Section 1.409A-1(h), including the default presumptions thereunder) for any reason other than death (with the first such payment being a lump sum equal to the aggregate payments and/or benefits Executive would have received during such six-month period if no such payment delay had been imposed), and (ii) the date of benefits under Section 4 must constitute Executive’s death. Notwithstanding anything in this Agreement or elsewhere to the contrary, distributions upon termination of Executive’s employment may only be made upon a “separation from service” as determined under Section 409A(a)(2)(A)(i) 409A of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A date shall be delayed until after the date Date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For Termination for purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments Agreement. Each payment under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not this Agreement or otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” payment for purposes of Section 409A. Neither Stoke nor 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the meaning of Section 409A of the Code. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. To the extent that any reimbursements pursuant to this Agreement or otherwise are taxable to Executive, any reimbursement payment due to Executive shall have be paid to Executive on or before the right last day of Executive’s taxable year following the taxable year in which the related expense was incurred; provided, that Executive has provided the Companies written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Companies’ expense reimbursement policies. Reimbursements pursuant to accelerate this Agreement or defer otherwise are not subject to liquidation or exchange for another benefit and the delivery amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any such payments or benefits except other taxable year. Notwithstanding any of the foregoing to the extent specifically permitted contrary, the Companies and their respective officers, directors, employees or required by agents make no guarantee that the terms of this Agreement complies with, or is exempt from, the provisions of Code Section 409A. (c) Notwithstanding 409A, and none of the foregoing shall have any other provision liability for the failure of the terms of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409Acomply with, or be exempt from, the payment provisions of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Code Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment shall have no legally binding right to any distribution or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited made to consequences related to Section 409A.Executive in error.

Code Section 409A. (a) In This Agreement and the event that the payments or severance pay and other benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject provided hereunder are intended to qualify for an exemption from Code Section 409A, then provided, however, that if this Agreement and the following conditions apply severance pay and other benefits provided hereunder are not so exempt, they are intended to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the comply with Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) applicable thereto. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in a manner connection therewith. Although the Company intends to administer this Agreement so that avoids it will comply with the inclusion requirements of compensation in income under Code Section 409A, the Company does not represent or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment (or tax consequences associated with any payment other individual claiming a benefit through Executive) for any tax, interest, or benefit arising penalties Executive may owe as a result of compensation paid under this Agreement, including but and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not limited exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to consequences related be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 409A.13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, CEO and President ▇▇▇▇▇ ▇▇▇▇▇▇▇

Code Section 409A. (a) In The Agreement and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, Code Section 409A. The Plan and all Awards shall be administered, interpreted, and construed in a manner constituent with Code Section 409A or an exemption thereform. Should any provision of the event that Plan, the payments Agreement or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject any Award hereunder be found not to comply with, or otherwise be exempt from, the provisions of the Code Section 409A, then such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Plan during the six-month period immediately following conditions apply the Employee’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s termination date (or death, if earlier), with interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of the Code, for the month in which payment would have been made but for the delay in payment required to such avoid the imposition of an additional rate of tax on the Employee under Section 409A. Any payments or benefits: (i) Any to be made under this Plan upon a termination of Executive’s employment triggering payment shall only be made if such termination of benefits under Section 4 must constitute employment constitutes a “separation from service” under Section 409A(a)(2)(A)(i) of 409A. Notwithstanding the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To foregoing, the extent Company makes no representations that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under this Plan comply with Section 4 409A and in no event shall the Company be treated as a separate “payment” liable for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate all or defer the delivery any portion of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes penalties, interest or other penalties under Section 409A. The parties intend this Agreement to expenses that may be in incurred by the Employee on account of non-compliance with Section 409A. Executive acknowledges Notice of PSU Award Chesapeake Energy CorporationID: 73-13957336100 ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Plan: Chesapeake Energy Corporation Amended and agrees that Stoke does not guarantee Restated Long Term Incentive PlanID: 010106 Effective January 29, 2013 (the tax treatment “Grant Date”), you have been granted an Award of a number (the Target PSU Allocation, specified below) of Performance Share Units (“PSUs”) by Chesapeake Energy Corporation (the “Company”). This Award entitles you to the right to receive a cash payment for each PSU awarded in an amount equal to the Final PSU Value (as defined below) on the Payment Date specified below. The number of PSUs awarded is subject to adjustment pursuant to the level of performance respecting the Performance Measures over the Performance Period, as determined by the Committee and as set forth below. This Award is further subject to the vesting requirements set forth below. Grant Date Value of Target Award: $6,750,000 Target PSU Allocation: 324,680 Last Day of the Performance Period: 12/31/2015 Payment Date: Any payment earned pursuant to this Award shall be made as soon as practicable after the Committee certifies the Company’s performance respecting the performance goals on or tax consequences associated with any payment or benefit arising under this Agreementfollowing January 1, including 2016, but not limited to consequences related to Section 409A.in no case later than March 15, 2016.

Code Section 409A. (a) In the event that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409AFor purposes of this Agreement, then the following conditions apply to such payments or benefits: (i) Any a termination of Executive’s employment triggering payment of benefits under Section 4 must constitute will be determined consistent with the rules relating to a “separation from service” under as defined in Section 409A(a)(2)(A)(i) 409A of the Code and Treasthe regulations thereunder (“Section 409A”). Reg. §1.409A-1(h) before distribution of such benefits can commence. To Notwithstanding anything else provided herein, to the extent that the any payments provided under this Agreement in connection with your termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under subject to Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code 409A, and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, you are deemed at the time of Executive’s termination, Executive is deemed such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of Stoke (i) the expiration of the 6-month period measured from your separation from service from the Company or (ii) the date of your death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you including, without limitation, the additional tax for which you would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between your termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A(a)(2)(B)(i) of the Code)409A, then limited only to the extent necessary to comply with the requirements such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A, any 409A. Payments pursuant to this section are intended to constitute separate payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have 1.409A-2(b)(2) of the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.Treasury Regulations.

Code Section 409A. (a) In the event It is intended that the payments any amounts payable under this Agreement and Company’s and Employee’s exercise of authority or benefits set forth in discretion hereunder shall comply with Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) 409A of the Code (including the Treasury regulations and Treas. Reg. §1.409A-1(hother published guidance relating thereto) before distribution (“Code Section 409A”) so as not to subject Employee to payment of such benefits can commence. any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the additional tax imposed by Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) the Agreement shall be withheld until the first modified to avoid such additional tax yet preserve (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due nearest extent reasonably possible) the intended benefit payable to Executive under the terms of Section 4Employee. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered if Employee is a “specified employee” as defined in a manner that avoids the inclusion of compensation in income under Code Section 409A, Employee shall not be entitled to any payments upon a termination of his employment until the earlier of (i) the date which is six (6) months after his termination of employment for any reason other than death, or (ii) the payment date of increased taxesEmployee’s death. Furthermore, excise taxes or other penalties under Section 409A. The parties intend this Agreement with regard to any benefit to be in compliance provided upon a termination of employment, to the extent required by Code Section 409A, Employee shall pay the premium for such benefit during the aforesaid period and be reimbursed by the Corporation therefor promptly after the end of such period. Any amounts otherwise payable to Employee following a termination of his employment that are not so paid by reason of this Section 24(b) shall be paid as soon as practicable after the date that is six (6) months after the termination of Employee’s employment (or, if earlier, the date of Employee’s death). The provisions of this Section 24(b) shall only apply if, and to the extent, required to comply with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Code Section 409A.

Code Section 409A. (a) In the event To extent that the payments Executive would otherwise be entitled to any payment or benefits set forth in benefit under this Agreement that constitutes deferred compensation within the meaning of Section 4 constitute 409A of the Internal Revenue Code of 1986, as amended (“non-qualified deferred compensation” subject to Section 409A, then ”) and that if paid during the following conditions apply to such payments or benefits: (i) Any termination six months beginning on the date of Executive’s termination of employment triggering payment of benefits would be subject to additional taxes and penalties under Section 4 must constitute 409A (“409A Penalties”) because the Executive is a specified employee (within the meaning of Section 409A), then, except to the extent specifically addressed under a separate plan or arrangement of the Company or of KCS, the payment will be paid to the Executive on the earliest of the six-month anniversary of the termination of employment, a change in ownership or effective control of the Company (within the meaning of Section 409A) or the Executive’s death. In addition, any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to the Executive only upon a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and as defined in Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence). To the extent that applicable, each severance payment made under this Agreement shall be deemed to be a separate payment, and amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of extent provided in the Code and exceptions in Treas. Reg. §1.409A-1(h1.409A-1(b)(4) (as “short-term deferrals”) and (b)(9) (“separation pay plans,” including the result exception under subparagraph (iii)) and other applicable provisions of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 41.409A-1 through 1.409A-6. (b) It Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is intended that each installment of determined to be subject to Section 409A, the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery amount of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409Aexpenses eligible for reimbursement, or the payment provision of increased taxesany in-kind benefit, excise taxes in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other penalties aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. 8. Appendix A to the Agreement is hereby deleted and replaced with the new Appendix A attached hereto. Except as otherwise expressly set forth in this Addendum, including Appendix A, the Agreement shall remain unchanged and in full force and effect in accordance with its terms. The Parties acknowledge and agree that effective upon the date of the execution of this Addendum, all rights and obligations of KCS as an employer under Section 409A. The parties intend this the Agreement are fully assigned to be in compliance with Section 409A. Executive acknowledges the Company and the Company accepts and agrees that Stoke does not guarantee to assume all such rights and obligations and Executive consents to such assignment; provided, however, any obligations and rights of KCS under the tax treatment or tax consequences associated Agreement with any payment or benefit arising under this Agreement, including but not limited respect to consequences related to Section 409A.plans sponsored by KCS and referenced in the Agreement shall remain obligations and rights of KCS.

Code Section 409A. (a) In This Agreement and the event that the payments or severance pay and other benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject provided hereunder are intended to qualify for an exemption from Code Section 409A, then provided, however, that if this Agreement and the following conditions apply severance pay and other benefits provided hereunder are not so exempt, they are intended to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the comply with Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) applicable thereto. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in a manner connection therewith. Although the Company intends to administer this Agreement so that avoids it will comply with the inclusion requirements of compensation in income under Code Section 409A, the Company does not represent or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment (or tax consequences associated with any payment other individual claiming a benefit through Executive) for any tax, interest, or benefit arising penalties Executive may owe as a result of compensation paid under this Agreement, including but and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not limited exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to consequences related be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 409A.12 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 12 shall be payable in accordance with their original payment schedule. By: ▇▇▇▇ ▇▇▇▇▇▇▇▇, CEO ▇▇▇▇▇ ▇▇▇▇▇▇▇, VP of Platforms

Code Section 409A. Company and Employee agree that this Agreement will be interpreted to comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder to the extent applicable (acollectively “Section 409A”) In and all provisions of this Agreement will be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to maximum extent possible. For purposes of Section 409A, then the following conditions apply each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to such payments or benefits: (i) Any be made under this Agreement upon a termination of Executive’s employment triggering payment shall only be made if such termination of benefits under Section 4 must constitute employment constitutes a “separation from service” under Section 409A(a)(2)(A)(i) of 409A. Notwithstanding the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To foregoing, the extent Company makes no representations that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under this Agreement comply with Section 4 409A and in no event shall the Company be treated as a separate “payment” liable for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate all or defer the delivery any portion of any such payments taxes, penalties, interest or benefits except to other expenses that may be incurred by the extent specifically permitted or required by Employee on account of non-compliance with Section 409A. (ca) Notwithstanding any other provision of this Agreement, if at the time of Employee’s termination of employment, he is a “specified employee”, determined in accordance with Section 409A, any payments and benefits provided under this Agreement that constitute “nonqualified deferred compensation” subject to Section 409A that are provided to Employee on account of his separation from service shall not be paid until the contraryfirst payroll date to occur following the six-month anniversary of Employee’s termination date (“Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be paid in a lump sum on the Specified Employee Payment Date without interest and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If Employee dies during the six-month period, any delayed payments shall be paid to Employee’s estate in a lump sum upon Employee’s death. (b) To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be interpreted and at all times administered provided in a manner that avoids accordance with the inclusion following: (i) the amount of compensation in income under Section 409Aexpenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the payment expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of increased taxes, excise taxes an eligible expense shall be paid to Employee on or other penalties before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under Section 409A. The parties intend this Agreement shall not be subject to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment liquidation or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.exchange for another benefit.

Code Section 409A. (a) In the event It is intended that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of any amounts payable under this Agreement and Company’s and Executive’s employment triggering payment exercise of benefits under authority or discretion hereunder shall comply with Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) 409A of the Code (including the Treasury regulations and Treas. Reg. §1.409A-1(hother published guidance relating thereto) before distribution (“Code Section 409A”) so as not to subject Executive to payment of such benefits can commence. any additional tax, penalty or interest imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the additional tax, penalty or interest imposed by Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) the Agreement shall be withheld until the first modified to avoid such additional tax, penalty or interest yet preserve (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due nearest extent reasonably possible) the intended benefit payable to Executive under the terms of Section 4Executive. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered if Executive is a “specified employee” as defined in a manner that avoids the inclusion of compensation in income under Code Section 409A, Executive shall not be entitled to any payments upon a termination of Executive’s employment until the earlier of (i) the date which is six (6) months after Executive’s “separation from service” (as such term is defined in Code Section 409A and regulations promulgated thereunder) with the Company for any reason other than death, or (ii) the payment date of increased taxesExecutive’s death. Furthermore, excise taxes or other penalties under Section 409A. The parties intend this Agreement with regard to any benefit to be in compliance provided upon a termination of employment, to the extent required by Code Section 409A, Executive shall pay the premium for such benefit during the aforesaid period and be reimbursed by the Corporation therefor promptly after the end of such period. Any amounts otherwise payable to Executive following a termination of Executive’s employment that are not so paid by reason of this Section 24(b) shall be paid as soon as practicable after the date that is six (6) months after the termination of Executive’s employment (or, if earlier, the date of Executive’s death). The provisions of this Section 24(b) shall only apply if, and to the extent, required to comply with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Code Section 409A.

Code Section 409A. (a) In the event that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, if Executive is a "specified employee" within the meaning of Code Section 409A Intersil Confidential 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 months after Executive’s "separation from service" (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) (a “Separation from Service”)), then such payment or benefit required under this Agreement shall not be interpreted paid (or commence) during the six-month period immediately following Executive’s separation from service except as provided in the immediately following sentence. In such an event, 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 Executive in a lump-sum cash payment on the earlier of (i) the first business day of the seventh month following Executive’s Separation from Service or (ii) the 10th business day following Executive’s death. If Executive’s termination of employment hereunder does not constitute a Separation from Service, then any amounts payable hereunder on account of a termination of Executive’s employment and which are subject to Code Section 409A shall not be paid until Executive has experienced a Separation from Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A‑2(b)(2)(iii)), Executive’s right to receive installment payments under this Agreement will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times administered in be considered a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges separate and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.distinct payment.

Code Section 409A. (a) In This Agreement and the event that the payments or severance pay and other benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject provided hereunder are intended to qualify for an exemption from Code Section 409A, then provided, however, that if this Agreement and the following conditions apply severance pay and other benefits provided hereunder are not so exempt, they are intended to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the comply with Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) applicable thereto. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in a manner connection therewith. Although the Company intends to administer this Agreement so that avoids it will comply with the inclusion requirements of compensation in income under Code Section 409A, the Company does not represent or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment (or tax consequences associated with any payment other individual claiming a benefit through Executive) for any tax, interest, or benefit arising penalties Executive may owe as a result of compensation paid under this Agreement, including but and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not limited exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to consequences related be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 409A.13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, President and Chief Executive Officer ▇▇▇▇▇ ▇▇▇▇▇▇, Interim Chief Financial Officer and Vice President of Finance

Code Section 409A. (a) In the event that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409AFor purposes of this Agreement, then the following conditions apply to such payments or benefits: (i) Any a termination of Executive’s employment triggering payment of benefits under Section 4 must constitute will be determined consistent with the rules relating to a “separation from service” under as defined in Section 409A(a)(2)(A)(i) 409A of the Code and Treasthe regulations thereunder (“Section 409A”). Reg. §1.409A-1(h) before distribution of such benefits can commence. To Notwithstanding anything else provided herein, to the extent that the any payments provided under this Agreement in connection with Employee’s termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under subject to Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code 409A, and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, Employee is deemed at the time of Executive’s termination, Executive is deemed such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of Stoke (i) the expiration of the 6-month period measured from Employee’s separation from service from the Company or (ii) the date of Employee’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A(a)(2)(B)(i409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Code)Treasury Regulations. Except as otherwise expressly provided herein, then limited only to the extent necessary any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are be subject to Section 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 (and not otherwise exempt from its application) except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be withheld until reimbursed after the first (1st) business last day of the seventh (7th) month calendar year following the termination of Executive’s employmentcalendar year in which the Employee incurred such expenses, at which time Executive and in no event shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the any right to accelerate reimbursement or defer the delivery provision of any such payments in-kind benefit be subject to liquidation or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.exchange for another benefit.

Code Section 409A. (a) In This Agreement and the event that the payments or severance pay and other benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject provided hereunder are intended to qualify for an exemption from Code Section 409A, then provided, however, that if this Agreement and the following conditions apply severance pay and other benefits provided hereunder are not so exempt, they are intended to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the comply with Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) applicable thereto. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in a manner connection therewith. Although the Company intends to administer this Agreement so that avoids it will comply with the inclusion requirements of compensation in income under Code Section 409A, the Company does not represent or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment (or tax consequences associated with any payment other individual claiming a benefit through Executive) for any tax, interest, or benefit arising penalties Executive may owe as a result of compensation paid under this Agreement, including but and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not limited exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to consequences related be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 409A.13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, President and Chief Executive Officer ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer and Vice President of Finance

Code Section 409A. (a) In the event that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, the parties to this Agreement shall be interpreted intend that this Agreement will satisfy the applicable requirements, if any, of Section 409A of the Internal Revenue Code of 1986, as amended, and at all times administered the regulations thereunder (collectively hereinafter referred to as “409A”) in a manner that avoids will preclude the inclusion imposition of compensation in income additional taxes and interest imposed under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend agree that the Agreement will be amended (as determined by the Company in consultation with Executive) to the extent necessary to comply with 409A, as amended from time to time, and the notices and other guidance of general applicability issued thereunder. Notwithstanding anything in this Agreement to be in compliance with Section 409A. the contrary, if any amounts that become due under this Agreement on account of Executive’s termination of employment constitute “nonqualified deferred compensation” within the meaning of 409A, payment of such amounts will not commence until Executive acknowledges and agrees that Stoke does not guarantee incurs a Separation from Service, as defined under 409A). If, at the tax treatment or tax consequences associated with any payment or benefit arising time of Executive’s termination of employment under this Agreement, Executive is a “specified employee” (within the meaning of 409A), any amounts that constitute “nonqualified deferred compensation” within the meaning of 409A that become payable to Executive on account of Executive’s Separation from Service (including but any amounts payable pursuant to the preceding sentence) will not limited be paid or commence earlier than the first day of the seventh month following the date of Executive’s termination of employment (the “409A Suspension Period”). Within fourteen (14) calendar days after the end of the 409A Suspension Period, Executive will be paid a lump sum equal to consequences related to Section 409A.any payments delayed because of the preceding sentence. Thereafter, Executive will receive any remaining benefits as if there had not been an earlier delay. Each payment due under this Agreement is treated as a separate payment for purposes of Treasury Regulations Sections 1.409A-1(b)(4)(F) and 1.409A-2(b)(2).

Code Section 409A. (a) In the event that the payments or benefits set forth in Section 4 constitute “non-"non- qualified deferred compensation” " subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s 's employment triggering payment of benefits under Section 4 must constitute a “"separation from service” " under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(hl.409A-l(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s 's employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(hl.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s 's employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(hl.409A-l(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s 's part, but shall only act as a delay until such time as a “"separation from service” " occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s 's termination, Executive is deemed to be a “"specified employee” " of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s 's employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “"payment” " for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

Code Section 409A. (a) In This Agreement and the event that the payments or severance pay and other benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject provided hereunder are intended to qualify for an exemption from Code Section 409A, then provided, however, that if this Agreement and the following conditions apply severance pay and other benefits provided hereunder are not so exempt, they are intended to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the comply with Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) applicable thereto. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in a manner connection therewith. Although the Company intends to administer this Agreement so that avoids it will comply with the inclusion requirements of compensation in income under Code Section 409A, the Company does not represent or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend warrant that this Agreement will comply with Code Section 409A or any other ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇ law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment (or tax consequences associated with any payment other individual claiming a benefit through Executive) for any tax, interest, or benefit arising penalties Executive may owe as a result of compensation paid under this Agreement, including but and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not limited exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to consequences related be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 409A.14 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 14 shall be payable in accordance with their original payment schedule.

Code Section 409A. Unless otherwise expressly provided, any payment of compensation by Company to the Executive, whether pursuant to this Appendix I and the Employment Letter or otherwise, shall be made within two and one-half months (a2½ months) In after the event that end of the later of the calendar year or the Company’s fiscal year in which the Executive’s right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”)). All payments or benefits set forth in Section 4 constitute of “non-qualified nonqualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Code Section 409A(a)(2)(B)(i409A) of the Code), then limited only to the extent necessary are intended to comply with the requirements of Code Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any payments such deferred payment, except in compliance with Code Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Code Section 409A. In the event that an amount becomes payable to the Executive may become entitled under Section 4 which are upon termination of employment, the Company shall determine whether such payment is subject to the requirements of Code Section 409A (a) (2)(A)(i) and not otherwise exempt from Code Section 409A (a)(2)(B)(i) (hereinafter referred to as the “Specified Employee Rule”). The Company shall make such determination and provide written notice thereof to the Executive prior to the earlier of the date that any such amounts would be paid to the Executive without regard to Code Section 409A or within thirty (30) days after his termination of employment. Upon the request of the Executive, the Company agrees to promptly provide to him such information that the Executive may reasonably request with regard to its application) determination. In the event that the Company determines that an amount payable to the Executive after his termination of employment is subject to the Specified Employee Rule, then no distribution of such amount shall be withheld until made to the first Executive on account of his separation from service before the date which is six (1st6) business day months after the date of his separation from service (or if earlier, the date of death of the seventh (7thExecutive) month following as and to the termination of Executive’s employment, at which time extent required under Code Section 409A. The aggregate amount that would have been payable to the Executive but for the restrictions imposed by Code Section 409A shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under as soon as permitted by Code Section 409A without the terms imposition of Section 4. (b) It is intended that each installment of the payments and excise taxes. All expense reimbursement or in-kind benefits provided under this Appendix I and the Employment Letter or, unless otherwise specified, under any Company program or policy subject to Code Section 4 409A shall comply with the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be treated as a separate “payment” for purposes paid no later than the end of Section 409A. Neither Stoke nor the calendar year following the year in which the Executive incurs such expenses, and the Executive shall have take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to accelerate reimbursement or defer the delivery of any such payments in-kind benefits shall not be subject to liquidation or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.exchange for another benefit.

Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the following provisions shall apply to all benefits and payments provided under this Agreement by Bank to Employee: (a) In the event that the payments The payment (or benefits set forth in Section 4 constitute “commencement of a series of payments) hereunder of any non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) 409A of the Code)) upon a termination of employment shall be delayed until such time as Employee has also undergone a Separation from Service, then limited only to at which time such non-qualified deferred compensation (calculated as of the extent necessary to comply with the requirements date of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its applicationEmployee’s termination of employment hereunder) shall be withheld until paid (or commence to be paid) to Employee as set forth in this Agreement as if Employee had undergone such termination of employment (under the same circumstances) on the date of Employee’s ultimate Separation from Service. (b) If Employee is a specified employee (as determined by Bank in accordance with Section 409A of the Code and Treasury Regulations § 1.409A-3(i)(2)) as of Employee’s Separation from Service with Bank, and if any payment, benefit, or entitlement provided for in this Agreement or otherwise both (i) constitutes non-qualified deferred compensation (within the meaning of Section 409A of the Code) and (ii) cannot be paid or provided in a manner otherwise provided herein without subjecting Employee to additional tax or interest (or both) under Section 409A of the Code, then any such payment, benefit, or entitlement that is payable during the first six months following the Separation from Service shall be paid or provided to Employee in a lump sum cash payment to be made on the earlier of (1stx) Employee’s death and (y) the first business day of the seventh (7th) month immediately following the termination of ExecutiveEmployee’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4Separation from Service. (bc) Any payment or benefit paid or provided under this Agreement due to a Separation from Service that is exempt from Section 409A of the Code pursuant to Treasury Regulations § 1.409A-1(b)(9)(v) will be paid or provided to Employee only to the extent that expenses are not incurred or the benefits are not provided beyond the last day of Employee’s second taxable year following Employee’s taxable year in which the Separation from Service occurs, provided that Bank reimburses such expenses no later than the last day of the third taxable year following Employee’s taxable year in which Employee’s Separation from Service occurs. (d) It is intended the Parties’ intent that each installment the payments, benefits, and entitlements to which Employee could become entitled in connection with Employee’s employment under this Agreement be exempt from or comply with Section 409A of the payments Code and benefits provided the regulations and other guidance promulgated thereunder, and, accordingly, this Agreement will be interpreted to be consistent with such intent. For purposes of the limitations on non-qualified deferred compensation under Section 4 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate “payment” payment of compensation for purposes of applying the exclusion under Section 409A. Neither Stoke nor Executive shall have 409A of the right Code for short-term deferral amounts, the separation pay exception, or any other exception or exclusion under Section 409A of the Code. (e) While the payments and benefits provided for hereunder are intended to accelerate or defer be structured in a manner to avoid the delivery implication of any such payments penalty taxes under Section 409A of the Code, in no event whatsoever shall Bank or benefits except its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the extent specifically permitted Code (other than for withholding obligations or required by other obligations applicable to employers, if any, under Section 409A.409A of the Code). (cf) Notwithstanding any other provision of this Agreement to the contrary, No deferred compensation payments provided for under this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement accelerated to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.Employee.

Code Section 409A. (a) In the event that the payments or benefits set forth Anything in Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect Agreement to the timing of payments under Section 4 ifcontrary notwithstanding, if at the time of Executivethe EMPLOYEE’S separation from service within the meaning of Section 409A of the IRC, TBOP’s termination, Executive stock is deemed to be publicly traded on an established securities market or otherwise and TBOP determines that the EMPLOYEE is a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code)IRC, then limited only to the extent necessary any payment or benefit that the EMPLOYEE becomes entitled to comply with under this Agreement on account of the requirements EMPLOYEE’S separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the IRC as a result of the application of Section 409A409A(a)(2)(B)(i) of the IRC, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and not one day after the EMPLOYEE’S separation from service, or (ii) the EMPLOYEE’S death. The first installment payment shall include a catch-up payment covering amounts that would otherwise exempt from its application) have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be withheld payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of separation from service occurs, from such date of separation from service until the first (1st) business day payment. To the extent that the foregoing applies to the provision of any ongoing medical benefits to the seventh (7th) EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by the EMPLOYEE, the EMPLOYEE shall pay the full costs of premiums for such medical benefits during the six-month following period and TBOP shall pay the termination of Executive’s employment, at which time Executive shall be paid EMPLOYEE an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under amount of such premiums paid by the terms EMPLOYEE during the six-month period within ten (10) days after the conclusion of Section 4such period. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” Solely for purposes of Section 409A. Neither Stoke nor Executive 409A of the IRC, each installment payment of severance is considered a separate payment. (c) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall have be provided by TBOP or incurred by the EMPLOYEE during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to accelerate reimbursement or defer in-kind benefits is not subject to liquidation or exchange for another benefit. (d) To the delivery extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of any the IRC, and to the extent that such payment or benefit is payable upon the EMPLOYEE’S termination of employment, then such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted payable only upon the EMPLOYEE’S “separation from service.” The determination of whether and at all times administered when a separation from service has occurred shall be made in a manner that avoids accordance with the inclusion of compensation presumptions set forth in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.Treasury Regulation § 1.409A-l(h).

Code Section 409A. (a) In the event To extent that the payments Executive would otherwise be entitled to any payment or benefits set forth in benefit under this Agreement that constitutes deferred compensation within the meaning of Section 4 constitute 409A of the Internal Revenue Code of 1986, as amended (“non-qualified deferred compensation” subject to Section 409A, then ”) and that if paid during the following conditions apply to such payments or benefits: (i) Any termination six months beginning on the date of Executive’s termination of employment triggering payment of benefits would be subject to additional taxes and penalties under Section 4 must constitute 409A (“409A Penalties”) because the Executive is a specified employee (within the meaning of Section 409A), then, except to the extent specifically addressed under a separate plan or arrangement of the Company or of KCS, the payment will be paid to the Executive on the earliest of the six-month anniversary of the termination of employment, a change in ownership or effective control of the Company (within the meaning of Section 409A) or the Executive’s death. In addition, any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to the Executive only upon a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and as defined in Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence). To the extent that applicable, each severance payment made under this Agreement shall be deemed to be a separate payment, and amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of extent provided in the Code and exceptions in Treas. Reg. §1.409A-1(h1.409A-1(b)(4) (as “short-term deferrals”) and (b)(9) (“separation pay plans,” including the result exception under subparagraph (iii)) and other applicable provisions of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 41.409A-1 through 1.409A-6. (b) It Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is intended that each installment of determined to be subject to Section 409A, the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery amount of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409Aexpenses eligible for reimbursement, or the payment provision of increased taxesany in-kind benefit, excise taxes in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other penalties under Section 409A. The parties intend aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. 8. Attachment A to the Agreement is hereby deleted and replaced with the new Attachment A attached hereto. Except as otherwise expressly set forth in this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this AgreementAddendum, including but not limited to consequences related to Section 409A.Attachment A, the Agreement shall remain unchanged and in full force and effect in accordance with its terms.

Code Section 409A. The Agreement and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, Code Section 409A. This Agreement and the Award shall be administered, interpreted, and construed in a manner consistent with Code Section 409A or an exemption therefrom. Should any provision of this Agreement or any Award hereunder be found not to comply with, or otherwise be exempt from, the provisions of the Code Section 409A, such provision shall be modified and given effect (a) retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Participant’s separation from service shall instead be paid on the first business day after the date that is six months following the Participant’s termination date (or death, if earlier), with interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of the Code, for the month in which payment would have been made but for the delay in payment required to avoid the imposition of an additional rate of tax on the Participant under Section 409A. In the event that the payments Award under this Agreement is determined to be subject to Code Section 409A, any payment triggered by a Change of Control will be made only if, in connection with the Change of Control, there occurs a change in the ownership of the Company, a change in the effective control of the Company, or benefits a change in ownership of a substantial portion of the assets of the Company as all such terms are defined in Treasury Regulation Section 1.409A-3(i)(5). In the event payment is not allowed by operation of this section, payment will be made within sixty (60) days of the earlier to occur of (A) the applicable payment date set forth in the Notice or (B) the occurrence of a permissible time or event that could trigger a payment without violating Code Section 4 constitute “non-qualified deferred compensation” subject 409A. Any payments to Section 409A, then the following conditions apply to such payments or benefits: (i) Any be made under this Agreement upon a termination of Executive’s employment triggering payment shall only be made if such termination of benefits under Section 4 must constitute employment constitutes a “separation from service” under Section 409A(a)(2)(A)(i) of 409A. Notwithstanding the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To foregoing, the extent Company makes no representations that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under this Agreement comply with Section 4 409A and in no event shall the Company be treated as a separate “payment” liable for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate all or defer the delivery any portion of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes penalties, interest or other penalties under Section 409A. The parties intend this Agreement to expenses that may be in incurred by the Participant on account of non-compliance with Section 409A. Executive acknowledges Notice of PSU Award Chesapeake Energy CorporationID: 73-13957336100 ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ <NAME><ADDRESS><ADDRESS> Plan: Chesapeake Energy Corporation 2014 Long Term Incentive PlanID: _________ Effective <date> (the “Grant Date”), you have been granted an Award of a number (the Target PSU Allocation, specified below) of Performance Share Units (“PSUs”) by Chesapeake Energy Corporation (the “Company”). This Award entitles you to the right to receive a cash payment for each PSU awarded in an amount equal to the Final PSU Value (as defined below) on the Payment Date specified below. The number of PSUs awarded is subject to adjustment pursuant to the level of performance respecting the Performance Measures over the Performance Period, as determined by the Committee and agrees that Stoke does not guarantee as set forth below. This Award is further subject to the tax treatment vesting requirements set forth below. Grant Date Value of Target Award: $______ Target PSU Allocation: <number> Last Day of the Performance Period: <date> Payment Date: Any payment earned pursuant to this Award shall be made as soon as practicable after the Committee certifies the Company’s performance respecting the performance goals on or tax consequences associated with any payment or benefit arising under this Agreementfollowing <date>, including but not limited to consequences related to Section 409A.in no case later than <date>.

Code Section 409A. (a) In If any of the event that the payments or benefits set forth in Section 4 constitute this Agreement are “non-qualified deferred compensation” subject to within the meaning of Section 409A, then the following conditions apply to such payments or benefits: (i) Any any termination of Executive’s employment triggering payment of such benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) 409A before a distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 this Agreement shall be treated as a separate “payment” for purposes of Section 409A. 409A and the guidance issued thereunder. Neither Stoke Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (b) If any amount is to be paid to Executive pursuant to this Agreement as a result of Executive’s termination of employment and if Executive is a “Specified Employee” (as defined under Section 409A) as of the date of Executive’s termination of employment hereunder, then, (i) each installment of the payments and benefits due under this Agreement that, in accordance with the dates and terms set forth therein, will in all circumstances, regardless of when the separation from service occurs, be paid within the period of time permitted under Treasury Regulation Section 1.409A-1(b)(4) shall be treated as a short-term deferral within the meaning of such Section to the maximum extent possible; and (ii) each installment of the payments and benefits due this Agreement that is not described in Section 10(b)(i) above and that would, absent this subsection, be paid within the six-month period following Executive’s “separation from service” from Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth in this Agreement; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of Executive’s second taxable year following his taxable year in which the separation from service occurs. (iii) Any deferred compensation payments delayed in accordance with the terms of this Section 10(b)(ii) shall be paid in a lump sum when paid and shall be adjusted for earnings in accordance with the applicable short term rate under Section 1274(d) of the Code. (iv) The determination of whether and when Executive’s separation from service from Company has occurred shall be made and in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 10(b)(iv)., “Company” shall include all persons with whom Company would be considered a single employer under Section 414(b) and 414(c) of the Code. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. For purposes of clarification, this section shall not require any forfeiture of benefits on the part of Executive. (d) The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

Code Section 409A. (a) In This Agreement and the event that the payments or severance pay and other benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject provided hereunder are intended to qualify for an exemption from Code Section 409A, then provided, however, that if this Agreement and the following conditions apply severance pay and other benefits provided hereunder are not so exempt, they are intended to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the comply with Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) applicable thereto. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in a manner connection therewith. Although the Company intends to administer this Agreement so that avoids it will comply with the inclusion requirements of compensation in income under Code Section 409A, the Company does not represent or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment (or tax consequences associated with any payment other individual claiming a benefit through Executive) for any tax, interest, or benefit arising penalties Executive may owe as a result of compensation paid under this Agreement, including but and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not limited exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to consequences related be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 409A.12 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 12 shall be payable in accordance with their original payment schedule. By: ▇▇▇▇ ▇▇▇▇▇▇▇▇, CEO ▇▇▇▇ ▇▇▇▇▇▇▇, VP of Software and Solutions

Code Section 409A. (a) In This Agreement and the event that the payments or severance pay and other benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject provided hereunder are intended to qualify for an exemption from Code Section 409A, then provided, however, that if this Agreement and the following conditions apply severance pay and other benefits provided hereunder are not so exempt, they are intended to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under comply with Code Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) 409A to the extent applicable thereto. Notwithstanding any provision of the Code Agreement to the contrary, the Agreement shall be interpreted and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent construed consistent with this intent, provided that the termination Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer the Agreement so that it will comply with the requirements of Executive’s employment Code Section 409A, the Company does not constitute a separation of service under Section 409A(a)(2)(A)(i) of represent or warrant that the Agreement will comply with Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding or any other provision with respect of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under the timing Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of payments under compensation not exempt from the provisions of Code Section 4 if409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, at the time of Executive’s termination, and Executive is deemed determined to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of under Code Section 409A, then any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) such payment or reimbursement, or portion thereof, shall be withheld delayed until the first date that is the earlier to occur of (1sti) business Executive’s death or (ii) the date that is six months and one day following the date of the seventh (7th) month following the termination Termination of Executive’s employmentEmployment (the “Delay Period”). Upon the expiration of the Delay Period, at which time Executive the payments delayed pursuant to this Section 13 shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive in a lump sum, and any remaining payments due under the terms of this Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 13 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered payable in a manner that avoids the inclusion of compensation in income under Section 409A, or the accordance with their original payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.schedule.

Code Section 409A. (a) In This Agreement is intended to be interpreted and operated to the event fullest extent possible so that the payments or and benefits set forth in under this Agreement either shall be exempt from the requirements of Section 4 constitute 409A of the Internal Revenue Code of 1986, as amended (“non-qualified deferred compensation” subject to Code Section 409A, then the following conditions apply to such payments ”) or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Code Section 409A, any payments 409A. All options granted pursuant to which Executive may become entitled the terms of this Agreement are intended to be exempt from Section 409A pursuant to Treasury Regulation §1.409A-1(b)(4) or §1.409A-1(b)(5). Payments payable under Section 4 which this Agreement triggered by a termination of employment that are deferred compensation subject to Section 409A (and but not otherwise exempt from its applicationfrom) Code Section 409A shall not be withheld until the first (1st) business day of the seventh (7th) month following the made unless such termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to employment constitutes a separation from service within the accumulated, but unpaid, payments otherwise due to Executive under the terms meaning of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Code Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of in this Agreement to the contrary, if the Executive is a “specified employee” on the date of his separation from service within the meaning of Code Section 409A and Treasury Regulation §1.409A-1(h), payments and benefits payable under this Agreement due to a separation from service that are deferred compensation subject to (but not otherwise exempt from) Code Section 409A that would otherwise be paid or provided during the six-month period commencing on the separation from service, will be deferred until the first day of the seventh month following the separation from service if such deferral is necessary to avoid the additional tax under Code Section 409A. In the case of a series of payments, the first payment shall include the amounts the Executive would have been entitled to receive during the six-month waiting period. Each payment made under this Agreement shall be interpreted and at all times administered in designated as a manner that avoids “separate payment” within the inclusion meaning of compensation in income under code Section 409A. If the Executive’s taxable year is other than the calendar year, then, to the extent required by Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be term “calendar year” (when used in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.) shall instead mean the Executive’s taxable year.

Code Section 409A. (a) In the event that the payments or benefits set forth Anything in Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect Agreement to the timing of payments under Section 4 ifcontrary notwithstanding, if at the time of Executivethe EMPLOYEE’S separation from service within the meaning of Section 409A of the Code, TBOP’s termination, Executive stock is deemed to be publicly traded on an established securities market or otherwise and TBOP determines that the EMPLOYEE is a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary any payment or benefit that the EMPLOYEE becomes entitled to comply with under this Agreement on account of the requirements EMPLOYEE’s separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the IRC as a result of the application of Section 409A409A(a)(2)(B) (i) of the IRC, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and not one day after the EMPLOYEE’s separation from service, or (ii) the EMPLOYEE’S death. The first installment payment shall include a catch-up payment covering amounts that would otherwise exempt from its application) have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be withheld payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of separation from service occurs, from such date of separation from service until the first (1st) business day payment. To the extent that the foregoing applies to the provision of any ongoing medical benefits to the seventh (7th) EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by the EMPLOYEE, the EMPLOYEE shall pay the full costs of premiums for such medical benefits during the six-month following period and TBOP shall pay the termination of Executive’s employment, at which time Executive shall be paid EMPLOYEE an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under amount of such premiums paid by the terms EMPLOYEE during the six-month period within ten (10) days after the conclusion of Section 4such period. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” Solely for purposes of Section 409A. Neither Stoke nor Executive 409A of the IRC, each installment payment of severance is considered a separate payment. (c) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall have be provided by TBOP or incurred by the EMPLOYEE during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to accelerate reimbursement or defer in-kind benefits is not subject to liquidation or exchange for another benefit. (d) To the delivery extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of any the IRC, and to the extent that such payment or benefit is payable upon the EMPLOYEE’S termination of employment, then such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted payable only upon the EMPLOYEE’S “separation from service.” The determination of whether and at all times administered when a separation from service has occurred shall be made in a manner that avoids accordance with the inclusion of compensation presumptions set forth in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.Treasury Regulation § 1.409A-l(h).

Code Section 409A. The Agreement and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, Code Section 409A. This Agreement and the Award shall be administered, interpreted, and construed in a manner consistent with Code Section 409A or an exemption therefrom. Should any provision of this Agreement or any Award hereunder be found not to comply with, or otherwise be exempt from, the provisions of the Code Section 409A, such provision shall be modified and given effect (a) retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Participant’s separation from service shall instead be paid on the first business day after the date that is six months following the Participant’s termination date (or death, if earlier), with interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of the Code, for the month in which payment would have been made but for the delay in payment required to avoid the imposition of an additional rate of tax on the Participant under Section 409A. In the event that the payments Award under this Agreement is determined to be subject to Code Section 409A, any payment triggered by a Change of Control or benefits Fundamental Transaction will be made only if, in connection with the Change of Control or Fundamental Transaction, there occurs a change in the ownership of the Company, a change in the effective control of the Company, or a change in ownership of a substantial portion of the assets of the Company as all such terms are defined in Treasury Regulation Section 1.409A-3(i)(5). In the event payment is not allowed by operation of this section, payment will be made within sixty (60) days of the earlier to occur of (A) the applicable payment date set forth in the Notice or (B) the occurrence of a permissible time or event that could trigger a payment without violating Code Section 4 constitute “non-qualified deferred compensation” subject 409A. Any payments to Section 409A, then the following conditions apply to such payments or benefits: (i) Any be made under this Agreement upon a termination of Executive’s employment triggering payment shall only be made if such termination of benefits under Section 4 must constitute employment constitutes a “separation from service” under Section 409A(a)(2)(A)(i) of 409A. Notwithstanding the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To foregoing, the extent Company makes no representations that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under this Agreement comply with Section 4 409A and in no event shall the Company be treated as a separate “payment” liable for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate all or defer the delivery any portion of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes penalties, interest or other penalties under Section 409A. The parties intend this Agreement to expenses that may be in incurred by the Participant on account of non-compliance with Section 409A. Executive acknowledges Notice of PSU Award Chesapeake Energy CorporationID: 73-13957336100 ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ [Name][Address][Address] Plan: Chesapeake Energy Corporation Amended and agrees that Stoke does not guarantee Restated Long Term Incentive PlanID: [•] Effective ___________, 2014 (the tax treatment “Grant Date”), you have been granted an Award of a number (the Target PSU Allocation, specified below) of Performance Share Units (“PSUs”) by Chesapeake Energy Corporation (the “Company”). This Award entitles you to the right to receive a cash payment for each PSU awarded in an amount equal to the Final PSU Value (as defined below) on the Payment Date specified below. The number of PSUs awarded is subject to adjustment pursuant to the level of performance respecting the Performance Measures over the Performance Period, as determined by the Committee and as set forth below. This Award is further subject to the vesting requirements set forth below. Grant Date Value of Target Award: $[•] Target PSU Allocation: [•] Last Day of the Performance Period: 12/31/2016 Payment Date: Any payment earned pursuant to this Award shall be made as soon as practicable after the Committee certifies the Company’s performance respecting the performance goals on or tax consequences associated with any payment or benefit arising under this Agreementfollowing January 1, including 2017, but not limited to consequences related to Section 409A.in no case later than March 15, 2017.

Code Section 409A. (a) In the event that the payments This Agreement is intended to comply with, or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409Abe exempt from, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A and shall be delayed until after interpreted consistent therewith and without resulting in any increase in the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of amounts owed hereunder by the Code and TreasCompany. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, if Recipient 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 (6) months after Recipient’s "separation from service" (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement shall not be interpreted paid (or commence) during the six-month period immediately following Recipient’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that otherwise would have been made or provided during such six-month period and at all times administered in which would have incurred such additional tax under Code Section 409A shall instead be paid to Recipient on the earlier of (i) the first regular payroll date of the seventh month following Recipient’s separation from service or (ii) the 10th business day following Recipient’s death. If Recipient’s termination of employment hereunder does not constitute a manner that avoids "separation from service" within the inclusion meaning of compensation in income under Code Section 409A, or then any amounts payable hereunder on account of a termination of Recipient’s employment and which are subject to Code Section 409A shall not be paid until Recipient has experienced a "separation from service" within the payment meaning of increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend Neither the Company nor any of its affiliates shall have any liability or obligation to Recipient in the event that this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment comply with, or tax consequences associated with any payment or benefit arising under this Agreementis not exempt from, including but not limited to consequences related to Code Section 409A.

Code Section 409A. To the extent applicable, it is intended that this Agreement comply with the provisions of Code Section 409A. This Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Code Section 409A will have no force and effect until amended to comply therewith (awhich amendment may be retroactive to the extent permitted by Code Section 409A). Notwithstanding anything contained herein to the contrary, for all purposes of this Agreement, Executive shall not be deemed to have had a termination of employment until Executive has incurred a separation from service as defined in Treasury Regulation §1.409A-1(h) In and, solely to the event that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A, then payment of the following conditions apply amounts payable under this Agreement that would otherwise be payable during the six-month period after the date of termination shall instead be paid on the first business day after the expiration of such six-month period, plus interest thereon, at a rate equal to the applicable "Federal short-term rate" (as defined in Code Section 1274(d)) for the month in which such payments or benefits: date of termination occurs, from the respective dates on which such amounts would otherwise have been paid until the actual date of payment. In addition, for purposes of this Agreement, each amount to be paid and each installment payment shall be construed as a separate, identified payment for purposes of Code Section 409A. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) Any termination the amount of Executive’s employment triggering payment such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) such expenses shall be made no later than the end of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the termination of Executive’s employment right to reimbursement does not constitute provide for a separation "deferral of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (compensation" within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. (c" [For ▇▇. ▇▇▇▇▇▇ only: New Section 13(o) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.is added:

Code Section 409A. (a) In This Agreement and the event that the payments or severance pay and other benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject provided hereunder are intended to qualify for an exemption from Code Section 409A, then provided, however, that if this Agreement and the following conditions apply severance pay and other benefits provided hereunder are not so exempt, they are intended to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the comply with Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) applicable thereto. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in a manner connection therewith. Although the Company intends to administer this Agreement so that avoids it will comply with the inclusion requirements of compensation in income under Code Section 409A, the Company does not represent or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment (or tax consequences associated with any payment other individual claiming a benefit through Executive) for any tax, interest, or benefit arising penalties Executive may owe as a result of compensation paid under this Agreement, including but and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not limited exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to consequences related be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 409A.13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, President and Chief Executive Officer ▇▇▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer and Vice President of Finance

Code Section 409A. (a) In the event To extent that the payments Executive would otherwise be entitled to any payment or benefits set forth in benefit under this Agreement that constitutes deferred compensation within the meaning of Section 4 constitute 409A of the Internal Revenue Code of 1986, as amended (“non-qualified deferred compensation” subject to Section 409A, then ”) and that if paid during the following conditions apply to such payments or benefits: (i) Any termination six months beginning on the date of Executive’s termination of employment triggering payment of benefits would be subject to additional taxes and penalties under Section 4 must constitute 409A (“409A Penalties”) because the Executive is a specified employee (within the meaning of Section 409A), then, except to the extent specifically addressed under a separate plan or arrangement of the Company or of KCS, the payment will be paid to the Executive on the earliest of the six-month anniversary of the termination of employment, a change in ownership or effective control of the Company (within the meaning of Section 409A) or the Executive’s death. In addition, any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to the Executive only upon a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and as defined in Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence). To the extent that applicable, each severance payment made under this Agreement shall be deemed to be a separate payment, and amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of extent provided in the Code and exceptions in Treas. Reg. §1.409A-1(h1.409A-1(b)(4) (as “short-term deferrals”) and (b)(9) (“separation pay plans,” including the result exception under subparagraph (iii)) and other applicable provisions of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 41.409A-1 through 1.409A-6. (b) It Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is intended that each installment of determined to be subject to Section 409A, the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery amount of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409Aexpenses eligible for reimbursement, or the payment provision of increased taxesany in-kind benefit, excise taxes in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other penalties under Section 409A. The parties intend aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. 7. Attachment A to the Agreement is hereby deleted and replaced with the new Attachment A attached hereto. Except as otherwise expressly set forth in this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this AgreementAddendum, including but not limited to consequences related to Section 409A.Attachment A, the Agreement shall remain unchanged and in full force and effect in accordance with its terms.

Code Section 409A. It is intended that any amounts payable under this Agreement and the Company's and Executive's exercise of authority or discretion hereunder shall comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive to the payment of any interest or additional tax imposed under Code Section 409A. To the extent any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, the Agreement shall be modified to avoid such additional tax. Notwithstanding the foregoing, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A and the rules and regulations thereunder (“Section 409A”), if Executive is a “specified employee” (as defined under Section 409A) as of the date of his “separation from service” (as defined under Section 409A) from the Company, then any payment of benefits scheduled to be paid by the Company to Executive during the first six (6) month period following the date of a termination of employment hereunder that constitutes deferred compensation under Code Section 409A shall not be paid until the earlier of (a) In the expiration of the six (6) month period measured from the date of Executive’s “separation from service” and (b) the date of Executive’s death. All payments and benefits that are delayed pursuant to the immediately preceding sentence shall be paid to Executive in a lump sum as soon as practicable following the expiration of such period (or if earlier, upon Executive’s death) but in no event that later than thirty (30) days following such period. To the payments or benefits set forth extent required in Section 4 constitute “non-qualified deferred compensation” subject order to avoid accelerated taxation and/or tax penalties under Section 409A, then the following conditions apply to such payments no amount or benefits: (i) Any benefit that is payable upon a termination of Executive’s employment triggering payment or services from the Company shall be payable unless such termination also meets the requirements of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service 409A. Each payment, including each installment payment, made under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A this Agreement shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time designated as a “separation from serviceseparate payment” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code)409A. As such, then limited only and to the extent necessary to comply with the requirements of applicable and permissible under Section 409A, any each such “separate payment” shall be made in a manner so as to satisfy Section 409A and Treasury Regulations promulgated thereunder, including the provisions which exempt certain compensation from Section 409A, including but not limited to Treasury Regulations Section 1.409A-1(b)(4) regarding payments made within the applicable 2 ½ month period and Section 1.409A-1(b)(9)(iii) regarding payments made only upon an involuntary separation from service. In addition, the parties shall cooperate fully with one another to which Executive may become entitled under ensure compliance with Section 4 which are 409A, including, without limitation, adopting amendments to arrangements subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of operating such arrangements in compliance with Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement in no event shall be interpreted and at all times administered in the Company make any gross-up payment hereunder as a manner that avoids result of the inclusion imposition of compensation in income any interest or additional taxes under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.[Remainder of page intentionally left blank.]

Code Section 409A. The severance pay and severance benefits provided under this Agreement are intended to be exempt from Internal Revenue Code Section 409A (a) In the event that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Code Section 409A”) and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Code Section 409A. In particular, then the following conditions apply severance pay and benefits are intended to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (short-term deferral within the meaning of Treasury Regulation Section 409A(a)(2)(B)(i1.409A-1(b)(4), a payment or benefit described in paragraphs (b)(9)(iv) and (v) of Treasury Regulation Section 1.409A-1, and/or severance pay due to involuntary separation from service under Treasury Regulation Section 1.409A-1(b)(9)(iii). If a provision of the Code)Agreement would result in the imposition of an applicable tax under Code Section 409A, then limited only the parties agree that such provision shall be reformed to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled permissible under Section 4 which are subject to Code Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day to avoid imposition of the seventh (7th) month following applicable tax, with such reformation effected in a manner that has the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal most favorable tax result to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Executive. Notwithstanding any other provision of in this Agreement to the contrary, if (a) the Executive is a “specified employee,” as such term is defined in Code Section 409A and the regulations thereunder and (b) any payment due under this Agreement is subject to Code Section 409A and is required to be delayed under Code Section 409A because the Executive is a specified employee, that payment shall be interpreted payable on the earlier of (i) the first business day that is six months after the Executive’s Separation from Service, (ii) the date of the Executive’s death, or (iii) the date that otherwise complies with the requirements of Code Section 409A. This paragraph shall be applied by accumulating all payments that otherwise would have been paid within six months of the Executive’s Separation from Service and at all times administered paying such accumulated amounts on the earliest business day which complies with the requirements of Code Section 409A. For purposes of determining the identity of specified employees, the Company may establish procedures as it deems appropriate in a manner that avoids the inclusion accordance with Code Section 409A. For purposes of compensation in income under Code Section 409A, each payment amount or the payment of increased taxes, excise taxes or other penalties benefit due under Section 409A. The parties intend this Agreement will be considered a separate payment and the Executive’s entitlement to a series of payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments. With respect to any reimbursements that are nonqualified deferred compensation subject to Code Section 409A, (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in compliance with Section 409A. Executive acknowledges any other calendar year, (ii) the reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred and agrees that Stoke does (iii) the right to reimbursement shall not guarantee the tax treatment be subject to liquidation or tax consequences associated with exchange for any payment or benefit arising under other benefit. For purposes of this Agreement, including “Separation from Service” means separation from service (within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder) with the group of employers that includes the Company and each of its “409A Affiliates.” For this purpose, “409A Affiliate” means any incorporated or unincorporated trade or business or other entity or person, other than the Company, that along with the Company is considered a single employer under Internal Revenue Code Section 414(b) or Internal Revenue Code Section 414(c), but (i) in applying Internal Revenue Code Section 1563(a)(1), (2), and (3) for the purposes of determining a controlled group of corporations under Internal Revenue Code Section 414(b), the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Internal Revenue Code Section 1563(a)(1), (2), and (3), and (ii) in applying Treasury Regulation Section 1.414(c)-2 for the purposes of determining trades or businesses (whether or not limited to consequences related to incorporated) that are under common control for the purposes of Internal Revenue Code Section 409A.414(c), the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Treasury Regulation Section 1.414(c)-2.

Code Section 409A. (a) In It is intended that any amounts payable under this Agreement and the event that Company’s and the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment exercise of benefits under authority or discretion hereunder shall comply with Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) 409A of the Code (including the Treasury regulations and Treas. Reg. §1.409A-1(hother published guidance relating thereto) before distribution (“Code Section 409A”) so as not to subject the Executive to payment of such benefits can commence. any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the additional tax imposed by Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) the Agreement shall be withheld until the first modified to avoid such additional tax yet preserve (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due nearest extent reasonably possible) the intended benefit payable to Executive under the terms of Section 4Executive. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered if the Executive is a “specified employee” as defined in a manner that avoids the inclusion of compensation in income under Code Section 409A, the Executive shall not be entitled to any payments upon a termination of his employment until the earlier of (i) the date which is six (6) months after his termination of employment for any reason other than death, or (ii) the payment date of increased taxesthe Executive’s death. Furthermore, excise taxes or other penalties under Section 409A. The parties intend this Agreement with regard to any benefit to be in compliance provided upon a termination of employment, to the extent required by Code Section 409A, the Executive shall pay the premium for such benefit during the aforesaid period and be reimbursed by the Corporation therefor promptly after the end of such period. Any amounts otherwise payable to the Executive following a termination of his employment that are not so paid by reason of this Section 23(b) shall be paid as soon as practicable after the date that is six (6) months after the termination of the Executive’s employment (or, if earlier, the date of the Executive’s death). The provisions of this Section 23(b) shall only apply if, and to the extent, required to comply with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Code Section 409A.

Code Section 409A. It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive to the payment of any interest or additional tax imposed under Code Section 409A. To the extent any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, the Agreement shall be modified to avoid such additional tax. Notwithstanding the foregoing, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A and the rules and regulations thereunder (“Section 409A”), if Executive is a “specified employee” (as defined under Section 409A) as of the date of her “separation from service” (as defined under Section 409A) from the Company, then any payment of benefits scheduled to be paid by the Company to Executive during the first six (6) month period following the date of a termination of employment hereunder that constitutes deferred compensation under Code Section 409A shall not be paid until the earlier of (a) In the expiration of the six (6) month period measured from the date of Executive’s “separation from service” and (b) the date of Executive’s death. All payments and benefits that are delayed pursuant to the immediately preceding sentence shall be paid to Executive in a lump sum as soon as practicable following the expiration of such period (or if earlier, upon Executive’s death) but in no event that later than thirty (30) days following such period. To the payments or benefits set forth extent required in Section 4 constitute “non-qualified deferred compensation” subject order to avoid accelerated taxation and/or tax penalties under Section 409A, then the following conditions apply to such payments no amount or benefits: (i) Any benefit that is payable upon a termination of Executive’s employment triggering payment or services from the Company shall be payable unless such termination also meets the requirements of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service 409A. Each payment, including each installment payment, made under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A this Agreement shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time designated as a “separation from serviceseparate payment” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code)409A. As such, then limited only and to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (applicable and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income permissible under Section 409A, or each such “separate payment” shall be made in a manner so as to satisfy Section 409A and Treasury Regulations promulgated thereunder, including the payment of increased taxes, excise taxes or other penalties under provisions which exempt certain compensation from Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement409A, including but not limited to consequences related Treasury Regulations Section l.409A-l(b)(4) regarding payments made within the applicable 2 ½ month period and Section l.409A-l(b)(9)(iii) regarding payments made only upon an involuntary separation from service. In addition, the parties shall cooperate fully with one another to ensure compliance with Section 409A, including, without limitation, adopting amendments to arrangements subject to Section 409A and operating such arrangements in compliance with Section 409A.

Code Section 409A. (a) In the event It is intended that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of any amounts payable under this Agreement and Company’s and Executive’s employment triggering payment exercise of benefits under authority or discretion hereunder shall comply with Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) 409A of the Code (including the Treasury regulations and Treas. Reg. §1.409A-1(hother published guidance relating thereto) before distribution (“Code Section 409A”) so as not to subject Executive to payment of such benefits can commence. any additional tax, penalty or interest imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the additional tax, penalty or interest imposed by Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) the Agreement shall be withheld until the first modified to avoid such additional tax, penalty or interest yet preserve (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due nearest extent reasonably possible) the intended benefit payable to Executive under the terms of Section 4Executive. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered if Executive is a “specified employee” as defined in a manner that avoids the inclusion of compensation in income under Code Section 409A, Executive shall not be entitled to any payments upon a termination of Executive’s employment until the earlier of (i) the date which is six (6) months after Executive’s “separation from service” (as such term is defined in Code Section 409A and regulations promulgated thereunder) with the Company for any reason other than death, or (ii) the payment date of increased taxesExecutive’s death. Furthermore, excise taxes or other penalties under Section 409A. The parties intend this Agreement with regard to any benefit to be in compliance provided upon a termination of employment, to the extent required by Code Section 409A, Executive shall pay the premium for such benefit during the aforesaid period and be reimbursed by the Corporation therefore promptly after the end of such period. Any amounts otherwise payable to Executive following a termination of Executive’s employment that are not so paid by reason of this Section 24(b) shall be paid as soon as practicable after the date that is six (6) months after the termination of Executive’s employment (or, if earlier, the date of Executive’s death). The provisions of this Section 24(b) shall only apply if, and to the extent, required to comply with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Code Section 409A.

Code Section 409A. (a) In the event that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409AFor purposes of this Agreement, then the following conditions apply to such payments or benefits: (i) Any a termination of Executive’s employment triggering payment of benefits under Section 4 must constitute will be determined consistent with the rules relating to a “separation from service” under as defined in Section 409A(a)(2)(A)(i) 409A of the Code and Treasthe regulations thereunder (“Section 409A”). Reg. §1.409A-1(h) before distribution of such benefits can commence. To Notwithstanding anything else provided herein, to the extent that the any payments provided under this Agreement in connection with Executive’s termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under subject to Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code 409A, and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, Executive is deemed at the time of Executive’s termination, Executive is deemed such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of Stoke (i) the expiration of the 6-month period measured from Executive’s separation from service from the LAC Group or (ii) the date of Executive’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A(a)(2)(B)(i409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Code)Treasury Regulations. Except as otherwise expressly provided herein, then limited only to the extent necessary any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are be subject to Section 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 (and not otherwise exempt from its application) except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be withheld until reimbursed after the first (1st) business last day of the seventh (7th) month calendar year following the termination of Executive’s employmentcalendar year in which the Executive incurred such expenses, at which time Executive and in no event shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the any right to accelerate reimbursement or defer the delivery provision of any such payments in-kind benefit be subject to liquidation or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.exchange for another benefit.

Code Section 409A. 24.9.2.1 Notwithstanding anything else to the contrary herein, to the maximum extent permitted, this Agreement shall be interpreted to provide payments that are exempt from Code Section 409A or in compliance therewith, 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 (ataking into account the amounts that are treated as exempt from the requirements of Code Section 409A by reason of the “separation pay” or “short-term deferral” exclusions), 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 lump sum upon the earliest possible payment date which is consistent with Code Section 409A). In addition, to the extent that any regulations or guidance issued under Code Section 409A (after application of the previous provision of this paragraph) In would result in the event that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” Executive being subject to the payment of interest or any additional tax under Code Section 409A, then the following conditions apply Company and the Executive agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such payments interest or benefits:additional tax under Code Section 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. (i) Any 24.9.2.2 A termination of Executive’s employment triggering 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 are considered nonqualified deferred compensation under Code Section 4 must constitute 409A (taking into account the amounts that are treated as exempt from the requirements of Code Section 409A by reason of the “separation pay” or “short-term deferral” exclusions) upon or following a termination of employment, unless such termination is also a “separation from service” under Section 409A(a)(2)(A)(i) within the meaning of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after (but only if the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as payment thereof prior to a “separation from service” occurswould violate Code Section 409A or any exclusion from the requirements of Code Section 409A, as applicable). For purposes of any such provision of this Agreement relating to any such payments or benefits, references to the “Date of Termination” shall mean the date the “separation from service” occurs and references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” 24.9.2.3 For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (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, as the case may be, and if a payment is subject to receipt of the Release required in Section 18 that has not been revoked and the payment date could fall in two (2) calendar years, the payment shall be made in the second (2nd) calendar year. 24.9.2.4 With respect to any payment constituting nonqualified deferred compensation subject to Code Section 409A: (iiA) Notwithstanding all expenses, in-kind benefits 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 the reimbursement of eligible expenses shall be made on or prior to the last day of the taxable year following the calendar year in which such expenses were incurred by the Executive; (B) no reimbursement of eligible expenses incurred or in-kind benefits provided in any calendar year shall in any way affect the expenses eligible for reimbursement or the provision of in-kind benefits in any other provision with respect calendar year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. 24.9.2.5 If the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed on the Date of Termination to be a “specified employee” of Stoke (within the meaning of that term under Section 409A(a)(2)(B)(i) of the Code409A(a)(2)(B), then limited only with regard to any payment or the extent necessary to comply with the requirements provision of Section 409A, any payments to which Executive may become entitled benefit that is considered nonqualified deferred compensation under Section 4 which are subject to Code Section 409A 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 not (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 this Section 24 (whether they would have otherwise exempt from its applicationbeen payable in a single sum or in installments in the absence of such delay) shall be withheld until paid or reimbursed to the Executive in a lump sum on the first (1st) business day of the seventh (7th) month following the termination of Executive’s employmentDelay Period, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the and any remaining payments and benefits provided due under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered paid or provided in a manner that avoids accordance with the inclusion normal payment dates specified for them herein. 24.9.2.6 Neither the Company nor any of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee its Affiliates makes any warranties regarding the tax treatment or tax consequences associated with of any payment or benefit arising amounts payable under this Agreement, Agreement (including but not limited to consequences related to Section 409A.its Exhibits).

Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A (a) In the event that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409A”) of the Internal Revenue Code of 1986, then as amended (the following conditions apply “Code”), and this Agreement shall be interpreted and administered accordingly. Notwithstanding anything contained herein to such payments or benefits: (i) Any termination the contrary, the Executive shall not be considered to have terminated employment with the Employer for purposes of Executive’s employment triggering payment of benefits under Section 4 must constitute this Agreement, unless the Executive would be considered to have incurred a “separation from service” under from the Employer within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treas409A (a “Separation from Service”). Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated Each amount to be paid or benefit to be provided by Executive to Stoke at under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in Section 5 of this Agreement that are due within the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under “short-term deferral period” as defined in Section 409A shall not be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treastreated as deferred compensation unless applicable law requires otherwise. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect of this Agreement to the timing of payments under Section 4 contrary, if, at the time of the Executive’s terminationSeparation from Service, the stock of the Employer (or any successor entity) is treated as “publicly traded” under Section 409A(a)(2)(B)(1) of the Code and the Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code)said section, then limited only to the extent necessary to comply with the requirements of Section 409A, any all payments to which Executive may become entitled under Section 4 which are subject to Section 409A (as deferred compensation and not which would otherwise exempt be required to be made upon such Separation from its application) Service shall be withheld until made on the earlier of (i) the first (1st) business day of the seventh first month commencing at least six (7th6) month months following the termination of Executive’s employmentSeparation from Service or (ii) the date of the Executive’s death. To the extent required to avoid an accelerated or additional tax under Section 409A, at which time Executive shall be paid an aggregate amount equal amounts reimbursable to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted paid to the Executive on or before the last day of the year following the year in which the expense was incurred and at all times administered the amount of expenses eligible for reimbursement during any one year may not effect amounts reimbursable or provided in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.subsequent year.

Code Section 409A. (a) In Notwithstanding anything to the event contrary in this Agreement, no severance pay or benefits payable upon separation that the is payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits set forth in that are considered deferred compensation (together, the “Deferred Payments”) under Internal Revenue Code Section 4 constitute 409A and the final regulations and official guidance thereunder (“non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i”) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute will be payable until Executive has a “separation from service” under within the meaning of Section 409A(a)(2)(A)(i) 409A. Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s terminationtermination of employment, Executive is deemed to be a “specified employee” of Stoke (within then, if required, the meaning of Section 409A(a)(2)(B)(i) of the Code)Deferred Payments, then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive on or within the six (6) month period following Executive’s termination will accrue, without interest, to the extent required to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A, during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive’s termination of employment or the date of Executive’s death, if earlier. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the terms of Section 4. (b) It Agreement is intended that each installment of the payments and benefits provided under Section 4 shall be treated as to constitute a separate “payment” payment for purposes of Section 409A. Neither Stoke nor Executive 1.409A-2(b)(2) of the Treasury Regulations. Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of not constitute Deferred Payments for purposes herein. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the contrary, this Agreement shall be interpreted and at all times administered in a manner Treasury Regulations that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee exceed the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but Section 409A Limit (as defined below) will not limited to consequences related to Section 409A.constitute Deferred Payments for purposes herein.

Code Section 409A. (a) In the event A. Payments under this Agreement that the payments or benefits set forth in Section 4 will constitute “non-qualified exempt “deferred compensation” subject to for purposes of Section 409A, then the following conditions apply to such payments 409A that otherwise would be payable or benefits: (i) Any termination distributable under this Agreement by reason of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute service during a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive period in which he is deemed to be a “specified employee” (as defined under Section 409A), then, subject to any permissible acceleration of Stoke payment by the Employer under Treasury Regulations Sections 1.409A-3(j)(4), commencement of the amount of such non-exempt deferred compensation that otherwise would be payable during the six-month period immediately following Executive’s separation from service will be delayed until the first of Employer’s regularly scheduled pay dates in the seventh month following Executive’s separation from service, and the normal payment schedule for any remaining payments or will start at that date. B. Any payment or benefit required to be paid hereunder on account of Executive’s termination of employment, service (or any other similar term) will be made only in connection with Executive’s “separation from service,” within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to 409A. C. To the extent necessary to comply with the requirements of permitted by Code Section 409A, and notwithstanding any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall the Employer, in its sole discretion, may elect to accelerate the time or form of payment of a benefit owed to Executive in accordance with the terms and subject to the conditions of Treasury Regulations Section 1.409A-3(j)(4). D. Employer may take any action considered to be interpreted and at all times administered corrective in a manner that avoids the inclusion of compensation in income under nature concerning compliance with Code Section 409A, as described in Internal Revenue Service Notice 2010-6. E. Employer will not be subject to any claim, liability, or expense, and will not have any obligation to indemnify or otherwise protect Executive, from the payment of increased taxes, excise obligation to pay any taxes or other penalties imposed on Executive under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

Code Section 409A. (a) In the event that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409AFor purposes of this Agreement, then the following conditions apply to such payments or benefits: (i) Any a termination of Executive’s employment triggering payment of benefits under Section 4 must constitute will be determined consistent with the rules relating to a “separation from service” under as defined in Section 409A(a)(2)(A)(i) 409A of the Code and Treasthe regulations thereunder (“Section 409A”). Reg. §1.409A-1(h) before distribution of such benefits can commence. To Notwithstanding anything else provided herein, to the extent that the any payments provided under this Agreement in connection with Executive’s termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under subject to Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code 409A, and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, Executive is deemed at the time of Executive’s termination, Executive is deemed such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of Stoke (i) the expiration of the 6-month period measured from Executive’s separation from service from the LAC Group or (ii) the date of Executive’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A(a)(2)(B)(i409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Code)Treasury Regulations. Except as otherwise expressly provided herein, then limited only to the extent necessary any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are be subject to Section 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 (and not otherwise exempt from its application) except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be withheld until reimbursed after the first (1st) business last day of the seventh (7th) month calendar year following the termination of Executive’s employmentcalendar year in which the Executive incurred such expenses, at which time Executive and in no event shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the any right to accelerate reimbursement or defer the delivery provision of any such payments in-kind benefit be subject to liquidation or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.exchange for another benefit.

Code Section 409A. It is intended that this Agreement comply with the provisions of section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Department regulations relating thereto (a) In the “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 that the payments or benefits set forth and in Section 4 constitute “non-qualified deferred compensation” subject to a manner permitted by Code Section 409A, then to the following conditions apply extent applicable, so as not to subject the Executive to the payment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement will be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Executive being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree, to the extent possible, to amend this Agreement to maintain to the maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or interest under Code Section 409A. All payments or benefits: (i) Any to be made upon a termination of Executive’s employment triggering payment of benefits under Section 4 must constitute this Agreement may only be made upon a “separation from service” as defined under Code Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) 409A. Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in if, as of the date of the Executive's separation from service, the Executive is a manner that avoids the inclusion of compensation in income “specified employee” as defined under Code Section 409A, or then, except to the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend extent that this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee provide for a “deferral of compensation” within the tax treatment meaning of Code Section 409A of the Code, no payments may be made and no benefits may be provided to the Executive during the period beginning on the date of the Executive's separation from service and ending on the last day of the sixth month after such date. In no event may the Executive, directly or tax consequences associated with indirectly, designate the calendar year of any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A..

Code Section 409A. (a) In 10.1 To the event extent that the any payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” to be made to Executive upon a termination of employment are subject to Section 409A409A of the Code, then the following conditions apply to such payments or benefits: (i) Any a termination of Executive’s employment triggering payment of benefits under Section 4 must constitute with the Company shall not have occurred unless and until Executive has incurred a “separation from service” as defined under Section 409A(a)(2)(A)(i) 409A of the Code and Treasapplicable regulations. Reg. §1.409A-1(h) before distribution The determination of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute whether and when a separation of from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A has occurred shall be delayed until after made in accordance with the date of a subsequent event constituting a separation of service under presumptions set forth in Treasury Regulation Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect 10.2 Anything in this Agreement to the timing of payments under Section 4 ifcontrary notwithstanding, if at the time of Executive’s terminationseparation from service within the meaning of Section 409A of the Code, the Company determines that Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary any payment or benefit that Executive becomes entitled to comply with under this Agreement on account of Executive’s separation from service would be considered deferred compensation otherwise subject to the requirements 20% additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (a) six (6) months and one (1) day after Executive’s separation from service, or (b) Executive’s death. If any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and not otherwise exempt from its application) the balance of the installments shall be withheld until payable in accordance with their original schedule. 10.3 All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the first (1st) business Company or incurred by Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the seventh (7th) month taxable year following the termination taxable year in which the expense was incurred. The amount of Executive’s employmentin-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. 10.4 The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, at which time Executive the provision shall be paid an aggregate amount equal read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A 2(b)(2). The Parties agree that each installment this Agreement may be amended, as reasonably requested by either Party, and as may be necessary to fully comply with Section 409A of the Code 9 | Page and all related rules and regulations in order to preserve the payments and benefits provided under hereunder without additional cost to either Party. This Section 4 10 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except apply only to the extent specifically permitted required to avoid Executive’s incurrence of any tax or required by interest under Section 409A.409A of the Code or any regulations or Treasury guidance promulgated thereunder. (c) 10.5 Notwithstanding any other provision of this Agreement to the contrary, to the extent that any payment under the terms of this Agreement would constitute an impermissible acceleration of payments under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, such payments shall be interpreted and made no earlier than at all such times administered in a manner that avoids the inclusion of compensation in income allowed under Section 409A, or 409A of the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.Code.

Code Section 409A. This This Agreement and the Award are intended to comply with, or otherwise be exempt from, Section 409A of the Code (a) “Section 409A”). This Agreement and the Award shall be administered, interpreted, and construed in a manner consistent with Section 409A or an exemption therefrom. Should any provision of this Agreement or the Award be found not to comply with, or otherwise be exempt from, the provisions of Section 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation, additional taxes or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Participant’s separation from service shall instead be paid on the first business day after the date that is six months following the Participant’s termination date (or death, if earlier), with interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of the Code, for the month in which payment would have been made but for the delay in payment required to avoid the imposition of accelerated taxation, additional taxes or tax penalties on the Participant under Section 409A. In the event that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” Award under this Agreement is determined to be subject to Section 409A, then any payment triggered by a Change of Control will be made only if, in connection with the following conditions apply Change of Control, there occurs a change in the ownership of the Company, a change in the effective control of the Company, or a change in ownership of a substantial portion of the assets of the Company as all such terms are defined in Treasury Regulation Section 1.409A-3(i)(5). In the event payment is not allowed by operation of the immediately preceding sentence, payment will be made within sixty (60) days of the earlier to such occur of (A) the applicable payment date set forth in the Notice or (B) the occurrence of a permissible time or event that could trigger a payment without violating Section 409A. Any payments or benefits: (i) Any to be made under this Agreement upon a termination of Executive’s employment triggering payment shall only be made if such termination of benefits under Section 4 must constitute employment constitutes a “separation from service” under Section 409A(a)(2)(A)(i) of 409A. Notwithstanding the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To foregoing, the extent Company makes no representations that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under this Agreement comply with Section 4 409A and in no event shall the Company or any of its Affiliated Entities be treated as a separate “payment” liable for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate all or defer the delivery any portion of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes penalties, interest or other penalties under Section 409A. The parties intend this Agreement to expenses that may be in incurred by the Participant on account of non-compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

Code Section 409A. (a) In the event To extent that the payments Executive would otherwise be entitled to any payment or benefits set forth in benefit under this Agreement that constitutes deferred compensation within the meaning of Section 4 constitute 409A of the Internal Revenue Code of 1986, as amended (“non-qualified deferred compensation” subject to Section 409A, then ”) and that if paid during the following conditions apply to such payments or benefits: (i) Any termination six months beginning on the date of Executive’s termination of employment triggering payment of benefits would be subject to additional taxes and penalties under Section 4 must constitute 409A (“409A Penalties”) because the Executive is a specified employee (within the meaning of Section 409A), then, except to the extent specifically addressed under a separate plan or arrangement of the Company or of KCS, the payment will be paid to the Executive on the earliest of the six-month anniversary of the termination of employment, a change in ownership or effective control of the Company (within the meaning of Section 409A) or the Executive’s death. In addition, any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to the Executive only upon a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and as defined in Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence). To the extent that applicable, each severance payment made under this Agreement shall be deemed to be a separate payment, and amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of extent provided in the Code and exceptions in Treas. Reg. §1.409A-1(h1.409A-1(b)(4) (as “short- term deferrals”) and (b)(9) (“separation pay plans,” including the result exception under subparagraph (iii)) and other applicable provisions of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 41.409A-1 through 1.409A-6. (b) It Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is intended that each installment of determined to be subject to Section 409A, the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery amount of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409Aexpenses eligible for reimbursement, or the payment provision of increased taxesany in-kind benefit, excise taxes in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other penalties under Section 409A. The parties intend aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. 8. Attachment A to the Agreement is hereby deleted and replaced with the new Attachment A attached hereto. Except as otherwise expressly set forth in this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this AgreementAddendum, including but not limited to consequences related to Section 409A.Attachment A, the Agreement shall remain unchanged and in full force and effect in accordance with its terms.

Code Section 409A. (a) Executive acknowledges and agrees that the Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Code Section 409A. (b) In the event that the any payments or benefits set forth in Section 4 this Agreement constitute “non-qualified deferred compensation” subject to Code Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of payments or benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke the Company at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Code Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a11(b) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments or benefits under Section 4 if, at on the time date of termination of Executive’s terminationemployment, Executive is deemed to be a “specified employee” of Stoke the Company (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Code Section 409A, any payments or benefits to which Executive may become entitled under Section 4 which are subject to Code Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments or benefits otherwise due to Executive under the terms of Section 4. (bc) It is intended that each installment of the payments and benefits provided under Section 4 of this Agreement shall be treated as a separate “payment” for purposes of Code Section 409A. Neither Stoke the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. (c) 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A, or the payment of liability for increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Code Section 409A.

Code Section 409A. (a) In a. Notwithstanding anything in this Plan to the event contrary, to the extent that the payments any amount or benefits set forth in Section 4 benefit that would constitute “non-qualified exempt “deferred compensation” subject for purposes of Section 409A of the Code would otherwise be payable or distributable hereunder by reason of a Participant’s termination of employment, such amount or benefit will not be payable or distributable to Section 409A, then the following conditions apply to Participant by reason of such payments or benefits: circumstance unless (i) Any the circumstances giving rise to such termination of Executive’s employment triggering payment meet any description or definition of benefits under Section 4 must constitute a “separation from service” under in Section 409A(a)(2)(A)(i) 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.” b. 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 a Participant’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. §1.409A-1(hSection 1.409A-3U)(4)(ii) before (domestic relations order), U)(4)(iii) (conflicts of interest), or U)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Participant’s right to receive payment or distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute non-exempt deferred compensation under Section 409A shall will be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) earlier of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on ExecutiveParticipant’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until death or the first (1st) business day of the seventh (7th) month following the termination Participant’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of Executivesuch non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following the Participant’s employmentseparation from service will be accumulated and the Participant’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of the Participant’s death or the first day of the seventh month following the Participant’s separation from service, at which time Executive shall whereupon the accumulated amount will be paid an aggregate amount equal or distributed to the accumulated, but unpaid, payments otherwise due to Executive under Participant and the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” normal payment or distribution schedule for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such remaining payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.distributions will resume.

Code Section 409A. (a) In 10.1 To the event extent that the any payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” to be made to Executive upon a termination of employment are subject to Section 409A409A of the Code, then the following conditions apply to such payments or benefits: (i) Any a termination of Executive’s employment triggering payment of benefits under Section 4 must constitute with the Company shall not have occurred unless and until Executive has incurred a “separation from service” as defined under Section 409A(a)(2)(A)(i) 409A of the Code and Treasapplicable regulations. Reg. §1.409A-1(h) before distribution The determination of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute whether and when a separation of from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A has occurred shall be delayed until after made in accordance with the date of a subsequent event constituting a separation of service under presumptions set forth in Treasury Regulation Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect 10.2 Anything in this Agreement to the timing of payments under Section 4 ifcontrary notwithstanding, if at the time of Executive’s terminationseparation from service within the meaning of Section 409A of the Code, the Company determines that Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary any payment or benefit that Executive becomes entitled to comply with under this Agreement on account of Executive’s separation from service would be considered deferred compensation otherwise subject to the requirements 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (a) six months and one day after Executive’s separation from service, or (b) Executive’s death. If any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and not otherwise exempt from its application) the balance of the installments shall be withheld until payable in accordance with their original schedule. 10.3 All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the first (1st) business Company or incurred by Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the seventh (7th) month taxable year following the termination taxable year in which the expense was incurred. The amount of Executive’s employmentin-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. 10.4 The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, at which time Executive the provision shall be paid an aggregate amount equal read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A 2(b)(2). The Parties agree that each installment this Agreement may be amended, as reasonably requested by either Party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided under hereunder without additional cost to either Party. This Section 4 10 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except apply only to the extent specifically permitted required to avoid Executive’s incurrence of any tax or required by interest under Section 409A.409A of the Code or any regulations or Treasury guidance promulgated thereunder. (c) 10.5 Notwithstanding any other provision of this Agreement to the contrary, to the extent that any payment under the terms of this Agreement would constitute an impermissible acceleration of payments under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, such payments shall be interpreted and made no earlier than at all such times administered in a manner that avoids the inclusion of compensation in income allowed under Section 409A409A of the Code. 10.6 The Company makes no representation or warranty and shall have no liability to Executive or any other person for violations in form if any provisions relating to the form of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the payment of increased taxesconditions of, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.such Section.

Code Section 409A. (a) In If and only to the event extent that the payments any payment or benefits set forth in Section 4 benefit under this Agreement, is determined to constitute “non-qualified deferred compensation” subject to Code Section 409A, then it is intended that such non-qualified deferred compensation be administered and paid in order to comply with all of the following conditions apply rules of Code Section 409A, and notwithstanding anything in this Agreement to such payments or benefits: the contrary: (i) Any termination of Executive’s employment triggering if such payment of benefits under or benefit is described in Section 4 must constitute 4, such payment or benefit shall be made or provided to Executive only upon or with reference to a “separation from service” as defined for purposes of Code Section 409A under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §Treasury Regulation 1.409A-1(h) before distribution of such benefits can commence. To including the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code default presumptions thereunder, and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, if Executive is deemed to be a “specified employee” of Stoke (within the meaning of Code Section 409A(a)(2)(B)(i) of the Code), then limited only as reasonably determined by the Company) on the Date of Termination and, to the extent necessary the Company reasonably determines that an amount or other benefit that is payable under this Agreement on account of Executive’s separation from service (other than as a result of Executive’s death) fails to comply qualify for any of the exemptions from the definition of nonqualified deferred compensation available under Section 1.409A-1(b) of the Treasury Regulations and constitutes nonqualified deferred compensation that will subject Executive to “additional tax” under Code Section 409A(a)(1)(B) with respect to the requirements payment of such amount or the provision of such benefit if paid or provided at the time specified in this Agreement, then the payment or provision thereof shall be postponed to the first business day after the six-month anniversary of the date of Executive’s separation from service or, if earlier, the date of Executive’s death (the “Delayed Payment Date”). In the event that this Section 409A10(1) requires a delay of any payments, such payments shall be accumulated and paid in a single lump sum on the Delayed Payment Date. If Executive is entitled to a payment within a period following an event as permitted by Section 409A of the Code, Executive will have no right to designate the taxable year of payment. If the sixty (60) day period following the Date of Termination spans two taxable years, any payments described in Section 4(a) or Section 4(b) that are required to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) be made during such period, shall be withheld until made in the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4later taxable year. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

Code Section 409A. (a) In Notwithstanding anything contained in this Agreement to the event that contrary, if Employee is deemed by the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then Company at the following conditions apply to such payments or benefits: (i) Any termination time of ExecutiveEmployee’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earlier, Employee’s death). Such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(2)(A)(i409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by Employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h1.409A-2(b)(2)(iii) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminatesor any similar or successor provisions), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

Code Section 409A. It is intended that this Agreement comply with the provisions of section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Department regulations relating thereto (a) In the “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 that the payments or benefits set forth and in Section 4 constitute “non-qualified deferred compensation” subject to a manner permitted by Code Section 409A, then to the following conditions apply extent applicable, so as not to subject the Executive to the payment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement will be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Executive being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree, to the extent possible, to amend this Agreement to maintain to the maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or interest under Code Section 409A. All payments or benefits: (i) Any to be made upon a termination of Executive’s employment triggering payment of benefits under Section 4 must constitute this Agreement may only be made upon a “separation from service” as defined under Code Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) 409A. Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in if, as of the date of the Executive’s separation from service, the Executive is a manner that avoids the inclusion of compensation in income “specified employee” as defined under Code Section 409A, or then, except to the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend extent that this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee provide for a “deferral of compensation” within the tax treatment meaning of Code Section 409A of the Code, no payments may be made and no benefits may be provided to the Executive during the period beginning on the date of the Executive’s separation from service and ending on the last day of the sixth month after such date. In no event may the Executive, directly or tax consequences associated with indirectly, designate the calendar year of any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A..

Code Section 409A. (a) In The compensation and benefits payable under this Agreement, including without limitation the event benefits described in Section 2 of this Agreement, are not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Section 2 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. If the Company and Executive determine that the payments any compensation or benefits set forth in payable under this Agreement may be or become subject to Code Section 4 constitute “409A and related Department of Treasury guidance, the Company and Executive agree to amend this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take such other actions as the Company and Executive deem necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Code Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement, or (ii) comply with the requirements of Code Section 409A and related Department of Treasury guidance. (b) Notwithstanding anything herein to the contrary, to the extent any payments to Executive pursuant to Section 2 are treated as non-qualified deferred compensation” compensation subject to Section 409A409A of the Code, then the following conditions apply to such payments or benefits: (i) Any no amount shall be payable pursuant to such section unless Executive’s termination of Executive’s employment triggering payment of benefits under Section 4 must constitute constitutes a “separation from service” under with the Company (as such term is defined in Treasury Regulation Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(hany successor provision thereto) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminatesa “Separation from Service”), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, if at the time of Executive’s termination, Separation from Service Executive is deemed to be a “specified employee” of Stoke (within the meaning of as defined in Section 409A(a)(2)(B)(i) 409A of the Code), then limited only to as determined by the extent necessary to comply Company in accordance with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following Code, and the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment deferral of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery commencement of any such payments or benefits except otherwise payable hereunder as a result of such termination of employment is necessary in order to the extent specifically permitted or required by Section 409A. (c) Notwithstanding prevent any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.accelerated or

Code Section 409A. (a) In This Agreement and the event that the payments or severance pay and other benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject provided hereunder are intended to qualify for an exemption from Code Section 409A, then provided, however, that if this Agreement and the following conditions apply severance pay and other benefits provided hereunder are not so exempt, they are intended to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the comply with Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) applicable thereto. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in a manner connection therewith. Although the Company intends to administer this Agreement so that avoids it will comply with the inclusion requirements of compensation in income under Code Section 409A, the Company does not represent or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment (or tax consequences associated with any payment other individual claiming a benefit through Executive) for any tax, interest, or benefit arising penalties Executive may owe as a result of compensation paid under this Agreement, including but and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not limited exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to consequences related be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 409A.12 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 12 shall be payable in accordance with their original payment schedule. By: ▇▇▇▇ ▇▇▇▇▇▇▇▇, CEO ▇▇▇▇ ▇▇▇▇▇▇, VP of Global Sales

Code Section 409A. (a) In This Agreement and the event that the payments or severance pay and other benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject provided hereunder are intended to qualify for an exemption from Code Section 409A, then provided, however, that if this Agreement and the following conditions apply severance pay and other benefits provided hereunder are not so exempt, they are intended to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the comply with Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) applicable thereto. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in a manner connection therewith. Although the Company intends to administer this Agreement so that avoids it will comply with the inclusion requirements of compensation in income under Code Section 409A, the Company does not represent or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment (or tax consequences associated with any payment other individual claiming a benefit through Executive) for any tax, interest, or benefit arising penalties Executive may owe as a result of compensation paid under this Agreement, including but and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not limited exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to consequences related be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 409A.13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ C. ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇

Code Section 409A. (a) In The parties intend that this Agreement and the event that benefits provided hereunder be exempt from the payments requirements of Code Section 409A 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 benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commenceotherwise. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after is applicable to this Agreement, the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, parties intend that this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to Agreement comply with the requirements of Section 409Adeferral, any payments to which Executive may become entitled payout and other limitations and restrictions imposed under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Code Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted interpreted, operated and at all times administered in a manner that avoids consistent with such intentions. Without limiting the inclusion generality of compensation the foregoing, and notwithstanding any other provision of this Agreement to the contrary, with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in income this Agreement to the termination of the Executive's employment or separation from service are intended to mean the Executive's "separation from service," within the meaning of Code Section 409A(a)(2)(A)(i). In addition, if the Executive is a "specified employee" within the meaning of Code Section 409A at the time of the Executive's separation from service, then to the extent necessary to avoid subjecting the Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement based on the Executive's separation from service, shall not be paid to the Executive during the six-month period immediately following the Executive's separation from service, but shall instead be accumulated and paid to the Executive (or, in the event of the Executive's death, the Executive's estate) in a lump sum on the first business day after the earlier of the date that is six months following the Executive's separation from service or the payment Executive's death. No additional interest or earnings shall be due on such amounts during such six-month period, except as otherwise specified by this Agreement. This Agreement shall be deemed to be amended, and any deferrals and distributions hereunder shall be deemed to be modified, to the extent permitted by and necessary to comply with Code Section 409A and to avoid or mitigate the imposition of increased taxes, excise additional taxes or other penalties under Code Section 409A. The parties intend Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from the Executive or any other individual to the Company or any of its Affiliated Companies. 13. New Section 13(a) is amended to read in its entirety as follows: (a) This Agreement shall be governed by and construed in compliance accordance with Section 409A. Executive acknowledges the laws of the State of Delaware, without reference to principles of conflict of laws, except to the extent preempted by federal law. The captions of this Agreement are not part of the provisions hereof and agrees that Stoke does shall have no force or effect. This Agreement may not guarantee be amended or modified otherwise than by a written agreement executed by the tax treatment parties hereto or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.their respective successors and legal representatives.

Code Section 409A. (a) In This Agreement and the event that the payments or severance pay and other benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject provided hereunder are intended to qualify for an exemption from Code Section 409A, then provided, however, that if this Agreement and the following conditions apply severance pay and other benefits provided hereunder are not so exempt, they are intended to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the comply with Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) applicable thereto. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in a manner connection therewith. Although the Company intends to administer this Agreement so that avoids it will comply with the inclusion requirements of compensation in income under Code Section 409A, the Company does not represent or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment (or tax consequences associated with any payment other individual claiming a benefit through Executive) for any tax, interest, or benefit arising penalties Executive may owe as a result of compensation paid under this Agreement, including but and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not limited exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to consequences related be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 409A.13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Executive Officer ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, VP of Global Sales

Code Section 409A. It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive to the payment of any interest or additional tax imposed under Code Section 409A. To the extent any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, the Agreement shall be modified to avoid such additional tax. Notwithstanding the foregoing, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A and the rules and regulations thereunder (“Section 409A”), if Executive is a “specified employee” (as defined under Section 409A) as of the date of his “separation from service” (as defined under Section 409A) from the Company, then any payment of benefits scheduled to be paid by the Company to Executive during the first six (6) month period following the date of a termination of employment hereunder that constitutes deferred compensation under Code Section 409A shall not be paid until the earlier of (a) In the expiration of the six (6) month period measured from the date of Executive’s “separation from service” and (b) the date of Executive’s death. All payments and benefits that are delayed pursuant to the immediately preceding sentence shall be paid to Executive in a lump sum as soon as practicable following the expiration of such period (or if earlier, upon Executive’s death) but in no event that later than thirty (30) days following such period. To the payments or benefits set forth extent required in Section 4 constitute “non-qualified deferred compensation” subject order to avoid accelerated taxation and/or tax penalties under Section 409A, then the following conditions apply to such payments no amount or benefits: (i) Any benefit that is payable upon a termination of Executive’s employment triggering payment or services from the Company shall be payable unless such termination also meets the requirements of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service 409A. Each payment, including each installment payment, made under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A this Agreement shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time designated as a “separation from serviceseparate payment” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code)409A. As such, then limited only and to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (applicable and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income permissible under Section 409A, or each such “separate payment” shall be made in a manner so as to satisfy Section 409A and Treasury Regulations promulgated thereunder, including the payment of increased taxes, excise taxes or other penalties under provisions which exempt certain compensation from Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement409A, including but not limited to consequences related Treasury Regulations Section l.409A-l(b)(4) regarding payments made within the applicable 2 ½ month period and Section l.409A-l(b)(9)(iii) regarding payments made only upon an involuntary separation from service. In addition, the parties shall cooperate fully with one another to ensure compliance with Section 409A, including, without limitation, adopting amendments to arrangements subject to Section 409A and operating such arrangements in compliance with Section 409A.

Code Section 409A. (a) In 10.1 To the event extent that the any payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” to be made to Executive upon a termination of employment are subject to Section 409A409A of the Code, then the following conditions apply to such payments or benefits: (i) Any a termination of Executive’s employment triggering payment of benefits under Section 4 must constitute with the Company shall not have occurred unless and until Executive has incurred a “separation from service” as defined under Section 409A(a)(2)(A)(i) 409A of the Code and Treasapplicable regulations. Reg. §1.409A-1(h) before distribution The determination of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute whether and when a separation of from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A has occurred shall be delayed until after made in accordance with the date of a subsequent event constituting a separation of service under presumptions set forth in Treasury Regulation Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, 4 | Page EXECUTIVE EMPLOYMENT AGREEMENT 10.2 Anything in this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect Agreement to the timing of payments under Section 4 ifcontrary notwithstanding, if at the time of Executive’s terminationseparation from service within the meaning of Section 409A of the Code, the Company determines that Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising that Executive becomes entitled to under this Agreement, including but not limited Agreement on account of Executive’s separation from service would be considered deferred compensation otherwise subject to consequences related the 20 percent additional tax imposed pursuant to Section 409A.409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (a) six months and one day after Executive’s separation from service, or (b) Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

Code Section 409A. The Agreement and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, Code Section 409A. This Agreement and the Award shall be administered, interpreted, and construed in a manner consistent with Code Section 409A or an exemption therefrom. Should any provision of this Agreement or any Award hereunder be found not to comply with, or otherwise be exempt from, the provisions of the Code Section 409A, such provision shall be modified and given effect (a) retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six- month period immediately following the Participant’s separation from service shall instead be paid on the first business day after the date that is six months following the Participant’s termination date (or death, if earlier), with interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi- annually, as determined under Section 1274 of the Code, for the month in which payment would have been made but for the delay in payment required to avoid the imposition of an additional rate of tax on the Participant under Section 409A. In the event that the payments Award under this Agreement is determined to be subject to Code Section 409A, any payment triggered by a Change of Control will be made only if, in connection with the Change of Control, there occurs a change in the ownership of the Company, a change in the effective control of the Company, or benefits a change in ownership of a substantial portion of the assets of the Company as all such terms are defined in Treasury Regulation Section 1.409A- 3(i)(5). In the event payment is not allowed by operation of this section, payment will be made within sixty (60) days of the earlier to occur of (A) the applicable payment date set forth in the Notice or (B) the occurrence of a permissible time or event that could trigger a payment without violating Code Section 4 constitute “non-qualified deferred compensation” subject 409A. Any payments to Section 409A, then the following conditions apply to such payments or benefits: (i) Any be made under this Agreement upon a termination of Executive’s employment triggering payment shall only be made if such termination of benefits under Section 4 must constitute employment constitutes a “separation from service” under Section 409A(a)(2)(A)(i) of 409A. Notwithstanding the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To foregoing, the extent Company makes no representations that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under this Agreement comply with Section 4 409A and in no event shall the Company be treated as a separate “payment” liable for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate all or defer the delivery any portion of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes penalties, interest or other penalties under Section 409A. The parties intend this Agreement to expenses that may be in incurred by the Participant on account of non-compliance with Section 409A. Executive acknowledges -5- Notice of PSU Award Chesapeake Energy CorporationID: 73-13957336100 ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Name:Address: Plan: 2014 Long Term Incentive Plan ID: Effective ___________________________ (the “Grant Date”), you have been granted an Award of a number (the Target PSU Allocation, specified below) of Performance Share Units (“PSUs”) by Chesapeake Energy Corporation (the “Company”). This Award entitles you to the right to receive a cash payment for each PSU awarded in an amount equal to the Final PSU Value (as defined below) on or before the Payment Date specified below. The number of PSUs awarded is subject to adjustment pursuant to the level of performance as compared to the Performance Measures over the applicable Performance Period, as determined by the Committee and agrees that Stoke does not guarantee as set forth below. This Award is further subject to the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited vesting requirements set forth below. Grant Date Value of Target Award: $ ________ Grant Date Common Stock Value: $ ________ Target PSU Allocation: _______________ 1-year performance period PSUs: _______________ 2-year performance period PSUs: _______________ 3-year performance period PSUs: _______________ 1-year performance period PSUs: 12/31/_________ 2-year performance period PSUs: 12/31/_________ 3-year performance period PSUs: 12/31/_________ 1-year performance period PSUs: 03/15/_________ 2-year performance period PSUs: 03/15/_________ 3-year performance period PSUs: 03/15/_________ Final PSU Value: The value of each PSU is equal to consequences related to Section 409A.the average closing price per share of the Company’s common stock as reported on the New York Stock Exchange for the 20 trading days immediately preceding the applicable Time Vesting Date.

Code Section 409A. (a) In If any of the event that the payments or benefits set forth in Section 4 constitute this Agreement are “non-qualified deferred compensation” subject to within the meaning of Section 409A, then the following conditions apply to such payments or benefits: (i) Any any termination of Executive’s employment triggering payment of such benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) 409A before a distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 this Agreement shall be treated as a separate “payment” for purposes of Section 409A. 409A and the guidance issued thereunder. Neither Stoke Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (b) If any amount is to be paid to Executive pursuant to this Agreement as a result of Executive’s termination of employment and if Executive is a “Specified Employee” (as defined under Section 409A) as of the date of Executive’s termination of employment hereunder, then, (i) each installment of the payments and benefits due under this Agreement that, in accordance with the dates and terms set forth therein, will in all circumstances, regardless of when the separation from service occurs, be paid within the period of time permitted under Treasury Regulation Section 1.409A-1(b)(4) shall be treated as a short-term deferral within the meaning of such Section to the maximum extent possible and shall be paid at the time set forth herein; and (ii) each installment of the payments and benefits due this Agreement that is not described in Section 11(b)(i) above and that would, absent this subsection, be paid within the six-month period following Executive’s “separation from service” from Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth in this Agreement; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-l(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of Executive’s second taxable year following his taxable year in which the separation from service occurs. (iii) Any deferred compensation payments delayed in accordance with the terms of Section 11(b)(ii) shall be paid in a lump sum when paid and shall be adjusted for earnings in accordance with the applicable short term rate under Section 1274(d) of the Code. (iv) The determination of whether and when Executive’s separation from service from Company has occurred shall be made and in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-l(h). Solely for purposes of this Section 11(b)(iv)., “Company” shall include all persons with whom Company would be considered a single employer under Section 414(b) and 414(c) of the Code. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. For purposes of clarification, this section shall not require any forfeiture of benefits on the part of Executive. (d) The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

Code Section 409A. (a) In the event that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to Section 409AFor purposes of this Agreement, then the following conditions apply to such payments or benefits: (i) Any a termination of Executive’s employment triggering payment of benefits under Section 4 must constitute will be determined consistent with the rules relating to a “separation from service” under as defined in Section 409A(a)(2)(A)(i) 409A of the Code and Treasthe regulations thereunder (“Section 409A”). Reg. §1.409A-1(h) before distribution of such benefits can commence. To Notwithstanding anything else provided herein, to the extent that the any payments provided under this Agreement in connection with Executive’s termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under subject to Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code 409A, and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, Executive is deemed at the time of Executive’s termination, Executive is deemed such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of Stoke (a) the expiration of the 6-month period measured from Executive’s separation from service from the LAC Group or (b) the date of Executive’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A(a)(2)(B)(i409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Code)Treasury Regulations. Except as otherwise expressly provided herein, then limited only to the extent necessary any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are be subject to Section 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 (and not otherwise exempt from its application) except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be withheld until reimbursed after the first (1st) business last day of the seventh (7th) month calendar year following the termination of Executive’s employmentcalendar year in which the Executive incurred such expenses, at which time Executive and in no event shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the any right to accelerate reimbursement or defer the delivery provision of any such payments in-kind benefit be subject to liquidation or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.exchange for another benefit.

Code Section 409A. (a) In 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 event that the payments or benefits set forth in requirements Section 4 constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) 409A of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code applicable Internal Revenue Service guidance and Treas. Reg. §1.409A-1(h) Treasury Regulations issued thereunder (as the result of further services that are reasonably anticipated to be provided by Executive to Stoke at the time Executive’s employment terminates), and any such payments under Section 4 that constitute deferred compensation applicable transition relief under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding any other provision of anything this Agreement to the contrary, to the extent that any amount that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable under this Agreement shall be interpreted and at all times administered by reason of the occurrence of a Change in a manner that avoids the inclusion of compensation in income under Section 409AControl, or Grantee’s separation from service, such amount will not be payable to Grantee by reason of such circumstance unless the circumstances giving rise to such Change in Control or separation from service meet any description or definition of “change in control event” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of this award upon a Change in Control or separation from service, however defined. If this provision prevents the payment of increased taxesany amount, excise taxes such payment shall be made at the time that would have applied absent the Change in Control or other penalties separation from service, as applicable. (c) If any amount that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable under Section 409A. The parties intend this Agreement to by reason of Grantee’s separation from service during a period in which Grantee is a “specified employee” (as defined in Section 409A of the Code and applicable regulations), then payment of such non-exempt amounts shall be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee delayed until the tax treatment earlier of (i) thirty (30) days following Grantee’s death, or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.(ii) the first day of the seventh month following Grantee’s separation from service.

Code Section 409A. (a) In To the event extent applicable, it is intended that the payments or benefits set forth Agreement be in accordance with the provisions of Code Section 4 constitute “non-qualified deferred compensation” subject 409A. The Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Code Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Code Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence). To the extent that Code Section 409A applies, and notwithstanding anything contained herein to the contrary, for all purposes of this Agreement, the Executive shall not be deemed to have had a termination of Executive’s employment does not constitute unless the Executive has incurred a separation of from service as defined in Treasury Regulation §1.409A-1(h), and, to the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A(a)(2)(A)(i) 409A and applicable guidance issued thereunder, payment of the Code and Treas. Reg. §1.409A-1(h) (as amounts payable under the result of further services Agreement that are reasonably anticipated to would otherwise be provided by Executive to Stoke at payable during the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until six-month period after the date of a subsequent event constituting a separation termination shall instead be paid on the first business day after the expiration of service under Section 409A(a)(2)(A)(i) such six-month period. In addition, for purposes of the Code Agreement, each amount to be paid and Treas. Reg. §1.409A-1(h). For each installment payment shall be construed as a separate, identified payment for purposes of clarificationCode Section 409A. With respect to expenses eligible for reimbursement under the terms of this Agreement, this Section 6(a(i) the amount of such expenses eligible for reimbursement in any taxable year shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. affect the expenses eligible for reimbursement in another taxable year and (ii) Notwithstanding any other provision with respect reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the timing of payments under Section 4 if, at extent that the time of Executive’s termination, Executive is deemed right to be reimbursement does not provide for a “specified employeedeferral of compensation” of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment” for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.