Common use of Compliance with Section 409A of the Internal Revenue Code Clause in Contracts

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this Agreement as a result of Employee's termination of employment are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to Section 409A of the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's termination of employment shall mean a "separation from service" within the meaning of Section 409A of the Code, to the extent required to comply with Section 409A of the Code. Any payment that is "deferred compensation" within the meaning of and subject to Section 409A of the Code that becomes payable as a result of the Employee's separation from service and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then to the extent any amount payable under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall be delayed until the earlier to occur of (x) the first day of the seventh month following the Employee's separation from service or (y) the date of the Employee's death.

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under It is intended that this Agreement as a result of Employee's termination of employment are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to comply with Section 409A of the CodeInternal Revenue Code of 1986, it as amended, and any guidance thereunder (“Section 409A”). If, when the Executive's employment with the Company terminates, the Executive is intended to comply with a "specified employee" as defined in Section 409A 409A(a)(1)(B)(i), and if any payments under this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties Agreement, including payments under Section 409A 4, will result in additional tax or interest to the Executive under Section 409A(a)(1)(B) (such taxes and other penalties referred to collectively as "Section 409A Penalties"), then despite any provision of this Agreement to the contrary, the Executive will not be entitled to payments until the earliest of (a) the date that is at least six months after termination of the Executive's employment for reasons other than the Executive's death, (b) the date of the Executive's death, or (c) any earlier date that does not result in Section 409A Penalties to the Executive. In As soon as practicable after the event that Klondex G&S determines that end of the terms period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a lump sum. Additionally, if any provision of this Agreement would subject the Employee Executive to Section 409A Penalties, Klondex G&S the Company will apply such provision in a manner consistent with Section 409A during any period in which an arrangement is permitted to comply operationally with Section 409A and the Employee shall cooperate diligently before a formal amendment to amend the terms this Agreement is required. For purposes of this Agreement to avoid such 409A PenaltiesAgreement, any reference to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the EmployeeExecutive's termination of employment shall will mean that the Executive has incurred a "separation from service" within under Section 409A. No payments to be made under this Agreement may be accelerated or deferred except as specifically permitted under Section 409A. Any payments that qualify for the meaning of Section 409A of the Code, to the extent required to comply with Section 409A of the Code. Any payment that is "deferred compensation" within the meaning of and subject to “short-term deferral” exception or another exception under Section 409A of the Code that becomes payable shall be paid under the applicable exception. Each payment of compensation under this Agreement shall be treated as a result separate payment of compensation for purposes of Section 409A. To the extent that any reimbursements provided under this Agreement constitute deferred compensation subject to Section 409A, such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the Employee's separation from service and that is conditioned upon the Employee's execution of a Release will be paid within 90 days year following the Employee's separation from service and if year in which the expense is incurred. The amount of any such period begins payments eligible for reimbursement in one taxable year and carries over into a second taxable year, shall not affect the payments or expenses that are eligible for payment shall be made or reimbursement in the second any other taxable year, and in no event Executive’s right to such payments or reimbursement shall the Employee have the ability not be subject to influence the year in which payment will occur. Notwithstanding liquidation or exchange for any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then to the extent any amount payable under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall be delayed until the earlier to occur of (x) the first day of the seventh month following the Employee's separation from service or (y) the date of the Employee's deathbenefit.

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this Agreement as If you are a result of Employee's termination of employment are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to Section 409A of the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's termination of employment shall mean a "separation from service" “specified employee” within the meaning set forth in the document entitled “409A: Policy of Section 409A of the CodeX.X. Xxxxxxxxx & Sons Company and its Affiliates Regarding Specified Employees” on your Termination Date, then any amounts payable pursuant to the extent required to comply with Section 409A of the Code. Any payment this Agreement or otherwise that is "deferred compensation" within the meaning of and subject to Section 409A of the Code that becomes (i) become payable as a result of your Separation from Service and (ii) are subject to section 409A of the Employee's separation Code as a result of your Separation from service and that is conditioned upon the Employee's execution of a Release will Service shall not be paid within 90 days following until the Employee's separation earlier of (x) the first business day of the sixth month occurring after the month in which the Termination Date occurs and (y) the date of your death. Notwithstanding the immediately preceding sentence, amounts payable to you as a result of your Separation from service and if such period begins in one taxable Service that do not exceed two times the lesser of (i) your annualized compensation based upon your annual rate of Base Salary for the year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability prior to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of your Separation from Service occurs and (ii) the Employee's "separation maximum amount that may be taken into account under section 401(a)(17) of the Code in the year in which the date of your Separation from service" Service occurs may be paid as otherwise scheduled. If any compensation or benefits provided by this Agreement may result in the Employee is a "specified employee," as defined in Section application of section 409A of the Code, then the Company shall, in consultation with you, modify this Agreement to the extent permissible under section 409A of the Code in the least restrictive manner as necessary to exclude such compensation and benefits from the definition of “deferred compensation” within the meaning of such section 409A of the Code or in order to comply with the provisions of section 409A of the Code. By signing this Agreement you acknowledge that if any amount paid or payable under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) to you becomes subject to section 409A of the Code, such you are solely responsible for the payment shall be delayed until the earlier to occur of (x) the first day of the seventh month following the Employee's separation from service or (y) the date of the Employee's deathany taxes and interest due as a result.

Compliance with Section 409A of the Internal Revenue Code. Payments To the extent applicable, it is intended that this Award comply with the provisions of Section 409A of the Code (“Section 409A”). The Award shall accordingly be administered in a manner consistent with this intent, and benefits provided under this Agreement as a result of Employee's termination of employment are intended any provision that would cause the Award to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions fail to satisfy Section 409A shall have no force and will be interpreted and administered accordingly. Howevereffect until amended to comply with Section 409A. In particular, to the extent that any the Participant’s right to receive payment under this Agreement the Award becomes vested and the event triggering the Participant’s right to payment is subject the Participant’s termination of employment, then notwithstanding anything herein to Section 409A of the Codecontrary, it is intended payment will be made to the Participant, to the extent necessary to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and 409A, on the earlier of (a) the Participant’s “separation from service” (determined in a manner that avoids the imposition of taxes and other penalties under accordance with Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"409A). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on if the part of Klondex G&S to adopt any such amendment or take any such other action. All references Participant is a “specified employee” (determined in this Agreement to the Employee's termination of employment shall mean a "separation from service" within the meaning of Section 409A of the Codeaccordance with KeyCorp’s policies), to the extent required to comply with Section 409A of the Code. Any payment that is "deferred compensation" within the meaning of and subject to Section 409A of the Code that becomes payable as a result of the Employee's separation from service and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then to the extent any amount payable under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall be delayed not occur until the earlier to occur of (x) the first business day of the seventh month following the Employee's date of the Participant’s separation from service with Key, or (yb) the date Participant’s death. Further, to the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as a “change in the ownership” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp within the meaning of Section 409A. APPENDIX A ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO 162(m) COVERED EMPLOYEES This Appendix A sets forth certain additional terms and conditions which shall apply to the Participant’s Award if and only if the Participant is a “162(m) Covered Employee's death” (as defined in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, and this Appendix A shall be interpreted and administered in accordance with such intent.

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this Agreement as a result of Employee's termination of employment are intended All payments pursuant to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to Section 409A of the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in subject to the provisions of this Section 22. If Executive is a manner that avoids “Specified Employee” of the imposition Company for purposes of taxes and other penalties under Internal Revenue Code Section 409A (“Code Section 409A”) at the time of a payment event set forth in this Agreement, then no severance or other payments pursuant to this Agreement shall be made to Executive by the Company until the amount of time has passed that is necessary to avoid incurring excise taxes under Code Section 409A. Should this Section 22 result in a delay of payments to Executive, on the first day any such taxes and other penalties referred payments may be made without incurring a penalty pursuant to collectively Code Section 409A (the “409A Payment Date”), the Company shall begin to make such payments as "409A Penalties"). In provided for in this Agreement, provided that any amounts that would have been payable earlier but for the event that Klondex G&S determines that the terms application of this Agreement would subject Section 22, shall be paid in lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments to Executive should have been made under this Agreement. For purposes of this provision, the term Specified Employee to 409A Penaltiesshall have the meaning set forth in Section 409A(2)(B)(i) of the Internal Revenue Code of 1986, Klondex G&S as amended or any successor provision and the Employee shall cooperate diligently to amend the terms of treasury regulations and rulings issued thereunder. If any compensation or benefits provided by this Agreement may result in the application of Code Section 409A, the Company shall, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary in order to avoid exclude such 409A Penalties, to compensation from the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part definition of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's termination of employment shall mean a "separation from service" “deferred compensation” within the meaning of such Code Section 409A of the Code, to the extent required or in order to comply with Section 409A the provisions of the Code. Any payment that is "deferred compensation" within the meaning of and subject to Code Section 409A of the Code that becomes payable as a result and without any diminution in the value of the Employee's separation from service and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then payments or benefits to the extent any amount payable under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall be delayed until the earlier to occur of (x) the first day of the seventh month following the Employee's separation from service or (y) the date of the Employee's deathExecutive.

Compliance with Section 409A of the Internal Revenue Code. Payments It is intended that all of the severance benefits and benefits provided other payments payable under this Agreement as a result of Employee's termination of employment are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. Howeversatisfy, to the greatest extent that possible, the exemptions from the application of U.S. Internal Revenue Code of 1986 (as amended) (the “Code”) Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any payment installment payments under this Agreement is subject to Section 409A of the Code(whether severance payments, it is intended to comply with Section 409A and this Agreement reimbursements or otherwise) shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's termination of employment shall mean a "separation from service" within the meaning of Section 409A of the Code, to the extent required to comply with Section 409A of the Code. Any payment that is "deferred compensation" within the meaning of and subject to Section 409A of the Code that becomes payable treated as a result right to receive a series of the Employee's separation from service separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occurdistinct payment. Notwithstanding any other provision to the contrary in this Agreement, if on Executive is deemed by the date Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the Employee's "separation payments upon Separation from service" Service set forth herein and/or under any other agreement with the Employee is a "specified employee," as defined in Section 409A of the CodeCompany are deemed to be “deferred compensation”, then to the extent delayed commencement of any amount payable under this Agreement upon the Employee's separation from service would be portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the Codesix-month period measured from the date of Executive’s Separation from Service with the Company, such payment shall be delayed until the earlier to occur of (x) the first day of the seventh month following the Employee's separation from service or (yii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the Employee's death.imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. To the extent any nonqualified deferred compensation subject to Section 409A payable to Executive hereunder could be paid in one or more taxable years depending upon Executive completing certain employment-related actions (such as resigning after a failure to cure a Good Reason event and/or returning an effective release), then any such payments will commence or occur in the later taxable year to the extent required by Code Section 409A.

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this Agreement as a result of Employee's termination of employment The PSUs are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to Section 409A of the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's termination of employment shall mean a "separation from service" within the meaning of Section 409A of the Code, to the extent required to comply with Section 409A of the CodeCode (“Section 409A”) to the extent subject thereto, and shall be interpreted in accordance with Section 409A and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Date of Grant. Any The Company reserves the right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the PSUs, to the extent necessary or advisable to comply with Section 409A and reserves the right to make any changes to the PSUs so that the PSUs do not become deferred compensation under Section 409A. 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. Notwithstanding any provision in the Plan or this Agreement to the contrary, if the Participant is "deferred compensation" within the meaning of a “specified employee” and a payment subject to Section 409A of the Code that becomes payable as a result of the Employee's separation from service (and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then not excepted therefrom) to the extent any amount payable under this Agreement Participant is due upon the Employee's separation Separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the CodeService, such payment shall be delayed until for a period of six (6) months after the earlier to occur of date the Participant Separates from Service (x) or, if earlier, the first day death of the seventh Participant). Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the Employee's separation end of the six-month period unless another compliant date is specified in the applicable agreement. If the PSUs include a “series of installment payments” (within the meaning of Treas. Reg. § 1.409A-2(b)(2)(iii)), the Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if the PSUs include “dividend equivalents” (within the meaning of Treas. Reg. § 1.409A-3(e)), the Participant’s right to such dividend equivalents shall be treated separately from service the right to other amounts under the PSUs. Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or an Affiliate, including the Employer, be liable to the Participant on account of failure of the PSUs to (i) qualify for favorable U.S. or foreign tax treatment or (yii) the date of the Employee's death.avoid adverse tax treatment under U.S. or foreign law, including, without limitation, under Section 409A.

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this Agreement as a result of Employee's termination of employment The RSUs are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to Section 409A of the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's termination of employment shall mean a "separation from service" within the meaning of Section 409A of the Code, to the extent required to comply with Section 409A of the CodeCode (“Section 409A”) to the extent subject thereto, and shall be interpreted in accordance with Section 409A and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Date of Grant. Any The Company reserves the right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the RSUs, to the extent necessary or advisable to comply with Section 409A and reserves the right to make any changes to the RSUs so that the RSUs do not become deferred compensation under Section 409A. 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. Notwithstanding any provision in the Plan or this Agreement to the contrary, if the Participant is "deferred compensation" within the meaning of a “specified employee” and a payment subject to Section 409A of the Code that becomes payable as a result of the Employee's separation from service (and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then not excepted therefrom) to the extent any amount payable under this Agreement Participant is due upon the Employee's separation Separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the CodeService, such payment shall be delayed until for a period of six (6) months after the earlier to occur of date the Participant Separates from Service (x) or, if earlier, the first day death of the seventh Participant). Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the Employee's separation end of the six-month period unless another compliant date is specified in the applicable agreement. If the RSUs include a “series of installment payments” (within the meaning of Treas. Reg. § 1.409A-2(b)(2)(iii)), the Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if the RSUs include “dividend equivalents” (within the meaning of Treas. Reg. § 1.409A-3(e)), the Participant’s right to such dividend equivalents shall be treated separately from service the right to other amounts under the RSUs. Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or an Affiliate, including the Employer, be liable to the Participant on account of failure of the RSUs to (i) qualify for favorable U.S. or foreign tax treatment or (yii) the date of the Employee's death.avoid adverse tax treatment under U.S. or foreign law, including, without limitation, under Section 409A.

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this Agreement as a result of Employee's termination of employment The DRSUs are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to Section 409A of the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's termination of employment shall mean a "separation from service" within the meaning of Section 409A of the Code, to the extent required to comply with Section 409A of the CodeCode (“Section 409A”) to the extent subject thereto, and shall be interpreted in accordance with Section 409A and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Date of Grant. Any The Company reserves the right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the DRSUs, to the extent necessary or advisable to comply with Section 409A and reserves the right to make any changes to the DRSUs so that the DRSUs do not become deferred compensation under Section 409A. 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. Notwithstanding any provision in the Plan or this Agreement to the contrary, if the Participant is "deferred compensation" within the meaning of a “specified employee” and a payment subject to Section 409A of the Code that becomes payable as a result of the Employee's separation from service (and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then not excepted therefrom) to the extent any amount payable under this Agreement Participant is due upon the Employee's separation Separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the CodeService, such payment shall be delayed until for a period of six (6) months after the earlier to occur of date the Participant Separates from Service (x) or, if earlier, the first day death of the seventh Participant). Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the Employee's separation end of the six-month period unless another compliant date is specified in the applicable agreement. If the DRSUs include a “series of installment payments” (within the meaning of Treas. Reg. § 1.409A-2(b)(2)(iii)), the Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if the DRSUs include “dividend equivalents” (within the meaning of Treas. Reg. § 1.409A-3(e)), the Participant’s right to such dividend equivalents shall be treated separately from service the right to other amounts under the DRSUs. Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or an Affiliate be liable to the Participant on account of failure of the DRSUs to (i) qualify for favorable U.S. or foreign tax treatment or (yii) the date of the Employee's death.avoid adverse tax treatment under U.S. or foreign law, including, without limitation, under Section 409A.

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this Agreement as a result of Employee's termination of employment The RSUs are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to Section 409A of the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's termination of employment shall mean a "separation from service" within the meaning of Section 409A of the Code, to the extent required to comply with Section 409A of the CodeCode (“Section 409A”) to the extent subject thereto, and shall be interpreted in accordance with Section 409A and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Date of Grant. Any The Company reserves the right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the RSUs, to the extent necessary or advisable to comply with Section 409A and reserves the right to make any changes to the RSUs so that the RSUs do not become deferred compensation under Section 409A. 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. Notwithstanding any provision in the Plan or this Agreement to the contrary, if the Participant is "deferred compensation" within the meaning of a “specified employee” and a payment subject to Section 409A of the Code that becomes payable as a result of the Employee's separation from service (and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then not excepted therefrom) to the extent any amount payable under this Agreement Participant is due upon the Employee's separation Separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the CodeService, such payment shall be delayed until for a period of six (6) months after the earlier to occur of date the Participant Separates from Service (x) or, if earlier, the first day death of the seventh Participant). Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the Employee's separation end of the six-month period unless another compliant date is specified in the applicable agreement. If the RSUs include a “series of installment payments” (within the meaning of Treas. Reg. § 1.409A-2(b)(2)(iii)), the Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if the RSUs include “dividend equivalents” (within the meaning of Treas. Reg. § 1.409A-3(e)), the Participant’s right to such dividend equivalents shall be treated separately from service the right to other amounts under the RSUs. Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or an Affiliate, including the Employer, be liable to the Participant on account of failure of the RSUs to (i) qualify for favorable U.S. or foreign tax treatment or (yii) the date of the Employee's death.avoid adverse tax treatment under U.S. or foreign law, including, without limitation, under Section 409A.]3 3 Note to Draft: For non-US awardees, replace with applicable local law provisions. [EXHIBIT X] 0 Xxxxxxxxxxx Xxxxxxxx Agreement

Compliance with Section 409A of the Internal Revenue Code. Payments If, when the Employee’s employment with the Company terminates, the Employee is a "specified employee" as defined in Section 409A(a)(1)(B)(i) of the Internal Revenue Code, and benefits provided if any payments under this Agreement as a Agreement, including payments under Section 4, are considered nonqualified deferred compensation that could result of Employee's termination of employment are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals additional tax or other applicable exceptions and will be interpreted and administered accordingly. However, interest to the extent that any payment under this Agreement is subject to Section 409A of the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties Employee under Section 409A 409A(a)(1)(B) (such taxes and other penalties referred to collectively as "Section 409A Penalties"), then despite any provision of this Agreement to the contrary, the Employee will not be entitled to payments until the earliest of (a) the date that is at least six months after termination of the Employee's employment for reasons other than the Employee's death, (b) the date of the Employee's death, or (c) any earlier date that does not result in Section 409A Penalties to the Employee. In As soon as practicable after the event that Klondex G&S determines that end of the terms period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Employee in a lump sum. Additionally, if any provision of this Agreement would subject the Employee to Section 409A Penalties, Klondex G&S the Company will apply such provision in a manner consistent with Section 409A of the Internal Revenue Code during any period in which an arrangement is permitted to comply operationally with Section 409A of the Internal Revenue Code and the Employee shall cooperate diligently before a formal amendment to amend the terms this Agreement is required. For purposes of this Agreement to avoid such 409A PenaltiesAgreement, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement reference to the Employee's termination of employment shall will mean that the Employee has incurred a "separation from service" under Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance thereunder. In addition, any reference to a "Change in Control" under this Agreement will be interpreted in a manner consistent with the descriptions of a "change in control event" under Section 409A of the Internal Revenue Code. With respect to reimbursements and notwithstanding anything to the contrary in this Agreement, all reimbursements shall be made within 10 days after the meaning Company has received the appropriate receipts and documentation from the Employee and in accordance with the requirements of Section 409A of the Internal Revenue Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Employee's lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, to each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the extent required to comply with Section 409A of the Code. Any payment that is "deferred compensation" within the meaning of and subject to Section 409A of the Code that becomes payable as a result of deferral election rules and the Employee's separation from service and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in exclusion under Section 409A of the CodeCode for certain short-term deferral amounts. In no event may the Executive, then to directly or indirectly, designate the extent calendar year of any amount payable payment under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall be delayed until the earlier to occur of (x) the first day of the seventh month following the Employee's separation from service or (y) the date of the Employee's deathAgreement.

Compliance with Section 409A of the Internal Revenue Code. Payments If any compensation or benefits provided by this Agreement may result in the application of section 409A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the Company shall, in consultation with me, modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A of the Internal Revenue Code or in order to comply with the provisions of Section 409A of the Internal Revenue Code, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and benefits without any diminution in the value of the payments to me. Any payments that qualify for the “short-term” deferral exception under Treasury Regulations Section 1.409A-1(b)(4), the “separation pay” exception under Treasury Regulations Section 1.409A-1(b)(9)(iii), or any other exception under Section 409A of the Internal Revenue Code will be paid under the applicable exceptions to the greatest extent possible. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code. All reimbursements provided under this Agreement as a result shall be provided in accordance with the requirements of Employee's termination Section 409A of employment are intended to fall within the exception Internal Revenue Code, including, where applicable, the requirement that (a) the amount of expenses eligible for reimbursement during one calendar year will not affect the amount of expenses eligible for reimbursement in U.S. Treasury Regulation 1.409A -1(b)(4any other calendar year; (b) for short term deferrals or other applicable exceptions and the reimbursement of an eligible expense will be interpreted made no later than the last day of the calendar year following the calendar year in which the expense is incurred; and administered accordingly(c) the right to any reimbursement will not be subject to liquidation or exchange for another benefit. However, to the extent that If any payment that I become entitled to under this Agreement is considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section 409A of the Internal Revenue Code, it is intended to comply with Section 409A I understand and this Agreement agree that I shall be interpreted responsible for any and construed accordingly all such interest, penalties and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's termination of employment shall mean a "separation from service" within the meaning of Section 409A of the Code, to the extent required to comply with Section 409A of the Code. Any payment that is "deferred compensation" within the meaning of and subject to Section 409A of the Code that becomes payable as a result of the Employee's separation from service and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then to the extent any amount payable under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall be delayed until the earlier to occur of (x) the first day of the seventh month following the Employee's separation from service or (y) the date of the Employee's deathadditional tax.

Compliance with Section 409A of the Internal Revenue Code. Payments All payments and benefits provided under pursuant to this Agreement as a result of Employee's termination of employment are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will letter shall be interpreted and administered accordingly. However, subject to the extent that any payment under provisions of this Agreement is subject to Section 409A III. If you are a “Specified Employee” of the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition Company for purposes of taxes and other penalties under Internal Revenue Code Section 409A (“Code Section 409A”) at the time of a payment event set forth in this letter, then no severance or other payments or benefits pursuant to this letter shall be made to you by the Company until the amount of time has passed that is necessary to avoid incurring excise taxes under Code Section 409A. Should this Section III result in a delay of payments to you, on the first day any such taxes and other penalties referred payments may be made without incurring a penalty pursuant to collectively Code Section 409A (the “409A Payment Date”), the Company shall begin to make such payments as "409A Penalties"). In provided for in this letter, provided that any amounts that would have been payable earlier but for the event that Klondex G&S determines that the terms application of this Agreement would subject Section III, shall be paid in lump-sum on the 409A Payment Date. For purposes of this provision, the term Specified Employee to 409A Penaltiesshall have the meaning set forth in Section 409A(2)(B)(i) of the Internal Revenue Code of 1986, Klondex G&S as amended or any successor provision and the Employee shall cooperate diligently treasury regulations and rulings issued thereunder. If any compensation or benefits provided by this letter may result in the application of Code Section 409A, the Company shall, in consultation with you, modify this letter in the least restrictive manner necessary in order to amend exclude such compensation from the terms definition of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's termination of employment shall mean a "separation from service" “deferred compensation” within the meaning of such Code Section 409A of the Code, to the extent required or in order to comply with Section 409A the provisions of the Code. Any payment that is "deferred compensation" within the meaning of and subject to Code Section 409A of the Code that becomes payable as a result and without any diminution in the value of the Employee's separation from service and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability payments or benefits to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then to the extent any amount payable under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall be delayed until the earlier to occur of (x) the first day of the seventh month following the Employee's separation from service or (y) the date of the Employee's deathyou.

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under It is intended that this Agreement as a result of Employee's termination of employment are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to comply with Section 409A of the CodeInternal Revenue Code of 1986, it as amended, and any guidance thereunder (“Section 409A”). If, when the Executive’s employment with the Company terminates, the Executive is intended a “specified employee” as defined in Section 409A(a)(1)(B)(i), and if any payments under this Agreement, including payments under Section 4, will result in additional tax or interest to comply with the Executive under Section 409A(a)(1)(B) (“Section 409A and Penalties”), then despite any provision of this Agreement to the contrary, the Executive will not be entitled to payments until the earliest of (i) the date that is at least six (6) months after termination of the Executive’s employment for reasons other than the Executive’s death, (ii) the date of the Executive’s death, or (iii) any earlier date that does not result in Section 409A Penalties to the Executive. As soon as practicable after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be interpreted and construed accordingly and paid to the Executive in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties")lump sum. In the event that Klondex G&S determines that the terms Additionally, if any provision of this Agreement would subject the Employee Executive to Section 409A Penalties, Klondex G&S the Company will apply such provision in a manner consistent with Section 409A during any period in which an arrangement is permitted to comply operationally with Section 409A and the Employee shall cooperate diligently before a formal amendment to amend the terms this Agreement is required. For purposes of this Agreement to avoid such 409A PenaltiesAgreement, any reference to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's Executive’s termination of employment shall will mean that the Executive has incurred a "“separation from service" within ” under Section 409A. No payments to be made under this Agreement may be accelerated or deferred except as specifically permitted under Section 409A. Any payments that qualify for the meaning of Section 409A of the Code, to the extent required to comply with Section 409A of the Code. Any payment that is "deferred compensation" within the meaning of and subject to “short-term deferral” exception or another exception under Section 409A of the Code that becomes payable shall be paid under the applicable exception. Each payment of compensation under this Agreement shall be treated as a result separate payment of compensation for purposes of Section 409A. To the extent that any reimbursements provided under this Agreement constitute deferred compensation subject to Section 409A, such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the Employee's separation from service and that is conditioned upon the Employee's execution of a Release will be paid within 90 days year following the Employee's separation from service and if year in which the Expense is incurred. The amount of any such period begins payments eligible for reimbursement in one taxable year and carries over into a second taxable year, shall not affect the payments or expenses that are eligible for payment shall be made or reimbursement in the second any other taxable year, and in no event Executive’s right to such payments or reimbursement shall the Employee have the ability not be subject to influence the year in which payment will occur. Notwithstanding liquidation or exchange for any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then to the extent any amount payable under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall be delayed until the earlier to occur of (x) the first day of the seventh month following the Employee's separation from service or (y) the date of the Employee's deathbenefit.

Compliance with Section 409A of the Internal Revenue Code. Payments Notwithstanding anything herein to the contrary, this Agreement, the Performance Shares and benefits provided under this Agreement as a result of Employee's termination of employment all payments made hereunder are intended to fall within comply with or be exempt from the exception requirements and provisions of Section 409A of the Code and the regulations promulgated thereunder and shall be construed and interpreted in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordinglya manner consistent with such intent. HoweverNotwithstanding the foregoing, to the extent Company does not guarantee that any payment under this Agreement complies with or is subject to exempt from Section 409A of the CodeCode and the regulations promulgated thereunder, it is intended and neither the Company, its Subsidiaries or affiliates, nor their respective executives, members, partners, directors, officer, or affiliates shall have any liability with respect to any failure of any payments or benefits under this Agreement to comply with or be exempt from Section 409A and this Agreement shall be interpreted and construed accordingly and in a manner that avoids of the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S Code and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other actionregulations promulgated thereunder. All references Notwithstanding anything in this Agreement to the Employee's termination contrary, if any provision of employment this Agreement would result in the imposition of taxes under Section 409A of the Code and the regulations promulgated thereunder, that provision may be reformed unilaterally by the Administrator, to the extent permissible under Section 409A of the Code and the regulations promulgated thereunder, to avoid the imposition of the additional tax, and no such action shall mean be deemed to adversely affect Executive’s rights with respect to the Performance Shares granted hereunder; provided, however that the Administrator has no affirmative obligation to make any such reformation. In no event may Executive, directly or indirectly, designate the calendar year of any payment made under this Agreement which constitutes a "separation from service" “deferral of compensation” within the meaning of Section 409A of the Code, to Code and the extent required to comply regulations promulgated thereunder. Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of Executive in connection with the Performance Shares granted hereunder (including any taxes or penalties under Section 409A of the Code. Any payment that is "deferred compensation" within the meaning of and subject to Section 409A of the Code that becomes payable as a result of the Employee's separation from service and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then to the extent any amount payable under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall be delayed until the earlier to occur of (x) the first day of the seventh month following the Employee's separation from service or (y) the date of the Employee's death).

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this Agreement as a result of Employee's termination of employment The PRSUs are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to Section 409A of the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's termination of employment shall mean a "separation from service" within the meaning of Section 409A of the Code, to the extent required to comply with Section 409A of the CodeCode (“Section 409A”) to the extent subject thereto, and shall be interpreted in accordance with Section 409A and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Date of Grant. Any The Company reserves the right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the PRSUs, to the extent necessary or advisable to comply with Section 409A and reserves the right to make any changes to the PRSUs so that the PRSUs do not become deferred compensation under Section 409A. 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. Notwithstanding any provision in the Plan or this Agreement to the contrary, if the Participant is "deferred compensation" within the meaning of a “specified employee” and a payment subject to Section 409A of the Code that becomes payable as a result of the Employee's separation from service (and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then not excepted therefrom) to the extent any amount payable under this Agreement Participant is due upon the Employee's separation Separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the CodeService, such payment shall be delayed until for a period of six (6) months after the earlier to occur of date the Participant Separates from Service (x) or, if earlier, the first day death of the seventh Participant). Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the Employee's separation end of the six-month period unless another compliant date is specified in the applicable agreement. If the PRSUs include a “series of installment payments” (within the meaning of Treas. Reg. § 1.409A-2(b)(2)(iii)), the Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if the PRSUs include “dividend equivalents” (within the meaning of Treas. Reg. § 1.409A-3(e)), the Participant’s right to such dividend equivalents shall be treated separately from service the right to other amounts under the PRSUs. Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or an Affiliate, including the Employer, be liable to the Participant on account of failure of the PRSUs to (i) qualify for favorable U.S. or foreign tax treatment or (yii) the date of the Employee's death.avoid adverse tax treatment under U.S. or foreign law, including, without limitation, under Section 409A.]3 3 Note to Draft: For non-US awardees, replace with applicable local law provisions. EXHIBIT A Performance Metrics [EXHIBIT B]4 Restrictive Covenant Agreement

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this Agreement as a result of Employee's termination of employment The RSUs are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to Section 409A of the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's termination of employment shall mean a "separation from service" within the meaning of Section 409A of the Code, to the extent required to comply with Section 409A of the CodeCode (“Section 409A”) to the extent subject thereto, and shall be interpreted in accordance with Section 409A and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Date of Grant. Any The Company reserves the right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the RSUs, to the extent necessary or advisable to comply with Section 409A and reserves the right to make any changes to the RSUs so that the RSUs do not become deferred compensation under Section 409A. 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. Notwithstanding any provision in the Plan or this Agreement to the contrary, if the Participant is "deferred compensation" within the meaning of a “specified employee” and a payment subject to Section 409A of the Code that becomes payable as a result of the Employee's separation from service (and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then not excepted therefrom) to the extent any amount payable under this Agreement Participant is due upon the Employee's separation Separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the CodeService, such payment shall be delayed until for a period of six (6) months after the earlier to occur of date the Participant Separates from Service (x) or, if earlier, the first day death of the seventh Participant). Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the Employee's separation end of the six-month period unless another compliant date is specified in the applicable agreement. If the RSUs include a “series of installment payments” (within the meaning of Treas. Reg. § 1.409A-2(b)(2)(iii)), the Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if the RSUs include “dividend equivalents” (within the meaning of Treas. Reg. § 1.409A-3(e)), the Participant’s right to such dividend equivalents shall be treated separately from service the right to other amounts under the RSUs. Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or an Affiliate be liable to the Participant on account of failure of the RSUs to (i) qualify for favorable U.S. or foreign tax treatment or (yii) the date of the Employee's deathavoid adverse tax treatment under U.S. or foreign law, including, without limitation, under Section 409A.]1 1 Note to Draft: For non-US awardees, replace with applicable local law provisions.

Compliance with Section 409A of the Internal Revenue Code. Payments This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of section 409A of the Code, all payments to be made upon the Officer’s termination of employment under this Agreement may only be made upon the Officer’s “separation from service” within the meaning of such term under section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in kind benefits provided under this Agreement as shall be made or provided in accordance with the requirements of section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Officer’s lifetime (or during a result shorter period of Employee's termination time specified in this Agreement), (ii) the amount of employment are intended expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to fall within be provided, in any other calendar year, (iii) the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and reimbursement of an eligible expense will be interpreted made on or before the last day of the calendar year following the year in which the expense is incurred, and administered accordingly. However, (iv) the right to the extent that any payment under this Agreement reimbursement or in kind benefits is not subject to Section 409A of liquidation or exchange for another benefit. If expenses are incurred in connection with litigation, any reimbursements under the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and paid not later than the end of the calendar year following the year in a manner that avoids which the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties")litigation is resolved. In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create Notwithstanding any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references provision in this Agreement to the Employee's contrary, if at the time of the Officer’s termination of employment shall mean with the Companies, SJI has securities which are publicly-traded on an established securities market and the Officer is a "separation from service" within the meaning of Section “specified employee” (as such terms is defined in section 409A of the Code, ) and it is necessary to postpone the extent required to comply with Section 409A commencement of the Code. Any payment that is "deferred compensation" within the meaning of and subject to Section 409A of the Code that becomes payable as a result of the Employee's separation from service and that is conditioned any payments upon the Employee's execution Officer’s termination of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability employment to influence the year in which payment will occur. Notwithstanding prevent any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section accelerated or additional tax under section 409A of the Code, then the Companies shall postpone 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 extent any amount payable Officer) that are not otherwise paid within the short-term deferral and separation pay plan exceptions under this Agreement upon Treas. Reg. section 1.409A-1(b)(4) and (7), respectively, until the Employee's first payroll date that occurs after the date that is six (6) months following the Officer’s “separation from service would service” with the Companies. If any payments are postponed due to such requirements, such amounts shall be paid in a prohibited distribution under Section 409A(a)(2)(B)(ilump sum to the Officer, and any installment payments due to the Officer shall recommence, on the first payroll date that occurs after the date that is six (6) months following the Officer’s “separation from service” with the Companies. If the Officer dies during the postponement period prior to the payment of the Codepostponed amount, such payment the amounts withheld on account of section 409A of the Code shall be delayed until paid to the earlier to occur of (x) the first day personal representative of the seventh month following the Employee's separation from service or Officer’s estate within sixty (y60) days after the date of the Employee's Officer’s death.

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this Agreement as a result of Employee's termination of employment The DRSUs are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to Section 409A of the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's termination of employment shall mean a "separation from service" within the meaning of Section 409A of the Code, to the extent required to comply with Section 409A of the CodeCode (“Section 409A”) to the extent subject thereto, and shall be interpreted in accordance with Section 409A and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Date of Grant. Any The Company reserves the right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the DRSUs, to the extent necessary or advisable to comply with Section 409A and reserves the right to make any changes to the DRSUs so that the DRSUs do not become deferred compensation under Section 409A. 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. Notwithstanding any provision in the Plan or this Agreement to the contrary, if the Participant is "deferred compensation" within the meaning of a “specified employee” and a payment subject to Section 409A of the Code that becomes payable as a result of the Employee's separation from service (and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then not excepted therefrom) to the extent any amount payable under this Agreement Participant is due upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) Termination of the CodeService, such payment shall be delayed until for a period of six (6) months after the earlier to occur of date the Participant Separates from Service (x) or, if earlier, the first day death of the seventh Participant). Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the Employee's separation end of the six-month period unless another compliant date is specified in the applicable agreement. If the DRSUs include a “series of installment payments” (within the meaning of Treas. Reg. § 1.409A-2(b)(2)(iii)), the Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if the DRSUs include “dividend equivalents” (within the meaning of Treas. Reg. § 1.409A-3(e)), the Participant’s right to such dividend equivalents shall be treated separately from service the right to other amounts under the DRSUs. Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or an Affiliate be liable to the Participant on account of failure of the DRSUs to (i) qualify for favorable U.S. or foreign tax treatment or (yii) the date of the Employee's death.avoid adverse tax treatment under U.S. or foreign law, including, without limitation, under Section 409A.

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this Agreement as a result of Employee's termination of employment are intended All payments pursuant to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to Section 409A of the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in subject to the provisions of this Section 21. If Employee is a manner that avoids “Specified Employee” of the imposition Company for purposes of taxes and other penalties under Internal Revenue Code Section 409A (“Code Section 409A”) at the time of a payment event set forth in this Agreement, then no severance or other payments pursuant to this Agreement shall be made to Employee by the Company until the amount of time has passed that is necessary to avoid incurring excise taxes under Code Section 409A. Should this Section 21 result in a delay of payments to Employee, on the first day any such taxes and other penalties referred payments may be made without incurring a penalty pursuant to collectively Code Section 409A (the “409A Payment Date”), the Company shall begin to make such payments as "409A Penalties"). In provided for in this Agreement, provided that any amounts that would have been payable earlier but for the event that Klondex G&S determines that the terms application of this Agreement would subject Section 21, shall be paid in lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments to Employee to 409A Penaltiesshould have been made under this Agreement. For purposes of this provision, Klondex G&S the term Specified Employee shall have the meaning set forth in Section 409A(2)(B)(i) of the Internal Revenue Code of 1986, as amended or any successor provision and the Employee shall cooperate diligently to amend the terms of treasury regulations and rulings issued thereunder. If any compensation or benefits provided by this Agreement to avoid such 409A Penaltiesmay result in the application of Code Section 409A, to the extent possible; providedCompany shall, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to consultation with the Employee's termination , modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of employment shall mean a "separation from service" “deferred compensation” within the meaning of such Code Section 409A of the Code, to the extent required or in order to comply with Section 409A the provisions of the Code. Any payment that is "deferred compensation" within the meaning of and subject to Code Section 409A of the Code that becomes payable as a result and without any diminution in the value of the Employee's separation from service and that is conditioned upon payments or benefits to the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then to the extent any amount payable under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall be delayed until the earlier to occur of (x) the first day of the seventh month following the Employee's separation from service or (y) the date of the Employee's death.

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this Agreement as a result of Employee's termination of employment The RSUs are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to Section 409A of the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's termination of employment shall mean a "separation from service" within the meaning of Section 409A of the Code, to the extent required to comply with Section 409A of the CodeCode (“Section 409A”) to the extent subject thereto, and shall be interpreted in accordance with Section 409A and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Date of Grant. Any The Company reserves the right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the RSUs, to the extent necessary or advisable to comply with Section 409A and reserves the right to make any changes to the RSUs so that the RSUs do not become deferred compensation under Section 409A. 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. Notwithstanding any provision in the Plan or this Agreement to the contrary, if the Participant is "deferred compensation" within the meaning of a “specified employee” and a payment subject to Section 409A of the Code that becomes payable as a result of the Employee's separation from service (and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then not excepted therefrom) to the extent any amount payable under this Agreement Participant is due upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) Termination of the CodeService, such payment shall be delayed until for a period of six (6) months after the earlier to occur of date the Participant Terminates Service (x) or, if earlier, the first day death of the seventh Participant). Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the Employee's separation end of the six-month period unless another compliant date is specified in the applicable agreement. If the RSUs include a “series of installment payments” (within the meaning of Treas. Reg. § 1.409A-2(b)(2)(iii)), the Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if the RSUs include “dividend equivalents” (within the meaning of Treas. Reg. § 1.409A-3(e)), the Participant’s right to such dividend equivalents shall be treated separately from service the right to other amounts under the RSUs. Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or an Affiliate, including the Employer, be liable to the Participant on account of failure of the RSUs to (i) qualify for favorable U.S. or foreign tax treatment or (yii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, under Section 409A. In addition, notwithstanding anything to the date contrary in this Agreement or in the Plan, the parties hereto agree that the time and form of payment of the Employee's deathRSUs is intended to match the time and form of payment of the Former LTIP Award, and this Agreement shall be interpreted in a manner consistent with this intention.

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this This Agreement as a result of Employee's termination of employment are is intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals comply with, or other applicable exceptions and will otherwise be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to exempt from Section 409A of the CodeCode and the rules and regulations promulgated thereunder (collectively, it “Section 409A”). However, the Company has not made and is intended making no representation to comply with you relating to the tax treatment of any payment pursuant to this Agreement under Section 409A and this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition corresponding provisions of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties")any applicable State income tax laws. In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, Notwithstanding anything to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references contrary in this Agreement to the Employee's Agreement, any payments or benefits due hereunder upon a termination of employment shall mean which are a "separation from service" “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to you upon a “separation from service” as defined for purposes of Section 409A. In addition, if you are a “specified employee” as determined pursuant to Section 409A as of the Codedate of your separation from service, as so defined, and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting you to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is otherwise payable during the first six months following your separation from service shall be paid or provided to you in a lump sum on the earlier of (i) the first business day of the seventh calendar month immediately following the month in which your separation from service occurs or (ii) the date of your death. To the extent required to comply with Section 409A satisfy the provisions of the Codeforegoing sentence with respect to any benefit to be provided in-kind, the Company shall xxxx you, and you shall promptly pay, the value for tax purposes of any such benefit and the Company shall therefore promptly refund the amount so paid by you as soon as allowed by the foregoing sentence. Any payment that is "deferred compensation" within For purposes of Section 409A, the meaning right to a series of and installment payments under this Agreement shall be treated as a right to a series of separate payments. With respect to any reimbursement of your expenses, or any provision of in-kind benefits to you, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to Section 409A the following conditions: (1) the expenses eligible for reimbursement or the amount of the Code that becomes payable as a result of the Employee's separation from service and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in-kind benefits provided in one taxable year and carries over into a second shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, payment except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made in no later than the second taxable year, and in no event shall end of the Employee have the ability to influence year after the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then to the extent any amount payable under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall be delayed until the earlier to occur of expense was incurred; and (x3) the first day of the seventh month following the Employee's separation from service right to reimbursement or (y) the date of the Employee's deathin-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this Agreement as a result of Employee's termination of employment are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to Section 409A of the Code, it It is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Employment Agreement to the Employee's termination of employment shall mean a "separation from service" within the meaning of Section 409A of the Code, to the extent required to comply with Section 409A of the CodeInternal Revenue Code of 1986, as amended, and any guidance thereunder (“Section 409A”). Any payment that is "deferred compensation" within the meaning of and subject to Section 409A of the Code that becomes payable as a result of If, when the Employee's separation from service and that is conditioned upon employment with the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable yearCompany terminates, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A(a)(1)(B)(i), and if any payments under this Employment Agreement, including payments under Section 4, will result in additional tax or interest to the Employee under Section 409A(a)(1)(B) ("Section 409A of the CodePenalties"), then despite any provision of this Employment Agreement to the extent any amount payable under this Agreement upon contrary, the Employee will not be entitled to payments until the earliest of (a) the date that is at least six months after termination of the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall be delayed until the earlier to occur of (x) the first day of the seventh month following employment for reasons other than the Employee's separation from service or death, (yb) the date of the Employee's death, or (c) any earlier date that does not result in Section 409A Penalties to the Employee. As soon as practicable after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Employee in a lump sum. Additionally, if any provision of this Employment Agreement would subject the Employee to Section 409A Penalties, the Company will apply such provision in a manner consistent with Section 409A during any period in which an arrangement is permitted to comply operationally with Section 409A and before a formal amendment to this Employment Agreement is required. For purposes of this Agreement, any reference to the Employee's termination of employment will mean that the Employee has incurred a "separation from service" under Section 409A. No payments to be made under this Employment Agreement may be accelerated or deferred except as specifically permitted under Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Each payment of compensation under this Employment Agreement shall be treated as a separate payment of compensation for purposes of Section 409A. To the extent that any reimbursements provided under this Employment Agreement constitute deferred compensation subject to Section 409A, such amounts shall be paid or reimbursed to Employee promptly, but in no event later than December 31 of the year following the year in which the expense is incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and Employee’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit.

Compliance with Section 409A of the Internal Revenue Code. Payments The intent of the parties is that payments and benefits provided under this Agreement as a result of Employee's termination of employment are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), it is intended and the regulations and guidance promulgated thereunder (collectively, “Section 409A”), and, accordingly, to the maximum extent permitted, this agreement shall be interpreted to be in compliance therewith. If you notify the Company (with specificity as to the reason therefor) that you believe that any provision of this agreement (or of any award of compensation, including equity compensation or benefits) would cause you to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with you, reform such provision to try to comply with Section 409A and this Agreement through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. To the extent that any provision hereof is modified in order to comply with Section 409A, such modification shall be interpreted made in good faith and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penaltiesshall, to the maximum extent reasonably possible; provided, however, that this maintain the original intent and economic benefit to you and the Company of the applicable provision without violating the provisions of Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's 409A. A termination of employment shall mean 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" ” within the meaning of Section 409A and, for purposes of any such provision of this agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the Code, date of termination to the extent required to comply with Section 409A of the Code. Any payment that is "deferred compensation" be a “specified employee” within the meaning of and subject to that term under Section 409A of the Code that becomes payable as a result of the Employee's separation from service and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A 409A(a)(2)(B) of the Code, then with regard to any payment or the extent provision of any amount benefit that is specified as subject to this Section or that is otherwise considered deferred compensation under Section 409A payable under this Agreement upon the Employee's on account of a “separation from service would service,” such payment or benefit shall be a prohibited distribution under Section 409A(a)(2)(B)(imade or provided at the date which is the earlier of (A) the expiration of the Code, six (6)-month period measured from the date of such payment shall be delayed until the earlier to occur of (x) the first day of the seventh month following the Employee's “separation from service or service” and (yB) the date of your death (the Employee“Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. All expenses or other reimbursements under this agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you (provided that if any such reimbursements constitute taxable income to you, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. * * * * * Please indicate your acceptance of these terms by returning the original signed and dated version of this agreement to the Company's death.General Counsel. Sincerely, /s/ Ixx Xxxxxx Ixx Xxxxxx Chairman, Compensation Committee of the Board of Directors By signing, dating and returning this retuning this agreement, you accept our terms of employment. /s/ Dxxxx Xxx April 17, 2014 Dxxxx Xxx Date

Compliance with Section 409A of the Internal Revenue Code. Payments This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of section 409A of the Code, all payments to be made upon the Officer’s termination of employment under this Agreement may only be made upon the Officer’s “separation from service” within the meaning of such term under section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in kind benefits provided under this Agreement as shall be made or provided in accordance with the requirements of section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Officer’s lifetime (or during a result shorter period of Employee's termination time specified in this Agreement), (ii) the amount of employment are intended expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to fall within be provided, in any other calendar year, (iii) the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and reimbursement of an eligible expense will be interpreted made on or before the last day of the calendar year following the year in which the expense is incurred, and administered accordingly. However, (iv) the right to the extent that any payment under this Agreement reimbursement or in kind benefits is not subject to Section 409A of liquidation or exchange for another benefit. If expenses are incurred in connection with litigation, any reimbursements under the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and paid not later than the end of the calendar year following the year in a manner that avoids which the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties")litigation is resolved. In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create Notwithstanding any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references provision in this Agreement to the Employee's contrary, if at the time of the Officer’s termination of employment shall mean with the Companies, SJI has securities which are publicly-traded on an established securities market and the Officer is a "separation from service" within the meaning of Section “specified employee” (as such terms is defined in section 409A of the Code, ) and if it is necessary to postpone the extent required to comply with Section 409A commencement of the Code. Any payment that is "deferred compensation" within the meaning of and subject to Section 409A of the Code that becomes payable as a result of the Employee's separation from service and that is conditioned any payments upon the Employee's execution Officer’s termination of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability employment to influence the year in which payment will occur. Notwithstanding prevent any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section accelerated or additional tax under section 409A of the Code, then the Companies shall postpone 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 extent any amount payable Officer) that are not otherwise paid within the short-term deferral and separation pay plan exceptions under this Agreement upon Treas. Reg. section 1.409A-1(b)(4) and (9), respectively, until the Employee's first payroll date that occurs after the date that is six (6) months following the Officer’s “separation from service would service” with the Companies. If any payments are postponed due to such requirements, such amounts shall be paid in a prohibited distribution under Section 409A(a)(2)(B)(ilump sum to the Officer, and any installment payments due to the Officer shall recommence, on the first payroll date that occurs after the date that is six (6) months following the Officer’s “separation from service” with the Companies. If the Officer dies during the postponement period prior to the payment of the Codepostponed amount, such payment the amounts withheld on account of section 409A of the Code shall be delayed until paid to the earlier to occur of (x) the first day personal representative of the seventh month following the Employee's separation from service or Officer’s estate within sixty (y60) days after the date of the Employee's Officer’s death.

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this Agreement as a result of Employee's termination of employment are intended All payments pursuant to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to Section 409A of the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in subject to the provisions of this Section 19. If Executive is a manner that avoids “Specified Employee” of the imposition Company for purposes of taxes and other penalties under Internal Revenue Code Section 409A (“Code Section 409A”) at the time of a payment event set forth in this Agreement, then no severance or other payments pursuant to this Agreement shall be made to Executive by the Company until the amount of time has passed that is necessary to avoid incurring excise taxes under Code Section 409A. Should this Section 19 result in a delay of payments to Executive, on the first day any such taxes and other penalties referred payments may be made without incurring a penalty pursuant to collectively Code Section 409A (the “409A Payment Date”), the Company shall begin to make such payments as "409A Penalties"). In provided for in this Agreement, provided that any amounts that would have been payable earlier but for the event that Klondex G&S determines that the terms application of this Agreement would subject Section 19, shall be paid in lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments to Executive should have been made under this Agreement. For purposes of this provision, the term Specified Employee to 409A Penaltiesshall have the meaning set forth in Section 409A(2)(B)(i) of the Internal Revenue Code of 1986, Klondex G&S as amended or any successor provision and the Employee shall cooperate diligently to amend the terms of treasury regulations and rulings issued thereunder. If any compensation or benefits provided by this Agreement may result in the application of Code Section 409A, the Company shall, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary in order to avoid exclude such 409A Penalties, to compensation from the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part definition of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's termination of employment shall mean a "separation from service" “deferred compensation” within the meaning of such Code Section 409A of the Code, to the extent required or in order to comply with Section 409A the provisions of the Code. Any payment that is "deferred compensation" within the meaning of and subject to Code Section 409A of the Code that becomes payable as a result and without any diminution in the value of the Employee's separation from service and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then payments or benefits to the extent any amount payable under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall be delayed until the earlier to occur of (x) the first day of the seventh month following the Employee's separation from service or (y) the date of the Employee's deathExecutive.

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this Agreement as a result of Employee's termination of employment The RSUs are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to Section 409A of the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's termination of employment shall mean a "separation from service" within the meaning of Section 409A of the Code, to the extent required to comply with Section 409A of the CodeCode (“Section 409A”) to the extent subject thereto, and shall be interpreted in accordance with Section 409A and treasury regulations and other interpretive guidance issued thereunder, including 130497510_4 without limitation any such regulations or other guidance that may be issued after the Date of Grant. Any The Company reserves the right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the RSUs, to the extent necessary or advisable to comply with Section 409A and reserves the right to make any changes to the RSUs so that the RSUs do not become deferred compensation under Section 409A. 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. Notwithstanding any provision in the Plan or this Agreement to the contrary, if the Participant is "deferred compensation" within the meaning of a “specified employee” and a payment subject to Section 409A of the Code that becomes payable as a result of the Employee's separation from service (and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then not excepted therefrom) to the extent any amount payable under this Agreement Participant is due upon the Employee's separation Separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the CodeService, such payment shall be delayed until for a period of six (6) months after the earlier to occur of date the Participant Separates from Service (x) or, if earlier, the first day death of the seventh Participant). Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the Employee's separation end of the six-month period unless another compliant date is specified in the applicable agreement. If the RSUs include a “series of installment payments” (within the meaning of Treas. Reg. § 1.409A- 2(b)(2)(iii)), the Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if the RSUs include “dividend equivalents” (within the meaning of Treas. Reg. § 1.409A-3(e)), the Participant’s right to such dividend equivalents shall be treated separately from service the right to other amounts under the RSUs. Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or an Affiliate, including the Employer, be liable to the Participant on account of failure of the RSUs to (i) qualify for favorable U.S. or foreign tax treatment or (yii) the date of the Employee's death.avoid adverse tax treatment under U.S. or foreign 1aw, including, without limitation, under Section 409A. -6- 130497510_4 Schedule I

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this Agreement as a result of Employee's termination of employment The RSUs are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to Section 409A of the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's termination of employment shall mean a "separation from service" within the meaning of Section 409A of the Code, to the extent required to comply with Section 409A of the CodeCode (“Section 409A”) to the extent subject thereto, and shall be interpreted in accordance with Section 409A and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Date of Grant. Any The Company reserves the right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the RSUs, to the extent necessary or advisable to comply with Section 409A and reserves the right to make any changes to the RSUs so that the RSUs do not become deferred compensation under Section 409A. 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. Notwithstanding any provision in the Plan or this Agreement to the contrary, if the Participant is "deferred compensation" within the meaning of a “specified employee” and a payment subject to Section 409A of the Code that becomes payable as a result of the Employee's separation from service (and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then not excepted therefrom) to the extent any amount payable under this Agreement Participant is due upon the Employee's separation Separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the CodeService, such payment shall be delayed until for a period of six (6) months after the earlier to occur of date the Participant Separates from Service (x) or, if earlier, the first day death of the seventh Participant). Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the Employee's separation end of the six-month period unless another compliant date is specified in the applicable agreement. If the RSUs include a “series of installment payments” (within the meaning of Treas. Reg. § 1.409A-2(b)(2)(iii)), the Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if the RSUs include “dividend equivalents” (within the meaning of Treas. Reg. § 1.409A-3(e)), the Participant’s right to such dividend equivalents shall be treated separately from service the right to other amounts under the RSUs. Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or an Affiliate, including the Employer, be liable to the Participant on account of failure of the RSUs to (i) qualify for favorable U.S. or foreign tax treatment or (yii) the date of the Employee's death.avoid adverse tax treatment under U.S. or foreign law, including, without limitation, under Section 409A. EXHIBIT 10.2 Schedule I

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this This Agreement as a result of Employee's termination of employment are is intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals comply with, or other applicable exceptions and will otherwise be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the rules and regulations promulgated thereunder (collectively, it “Section 409A”). The Company and the Executive agree that they will consider in good faith any and all amendments to this Agreement either may deem necessary to ensure compliance with the provisions of Section 409A. However, Executive hereby acknowledges and agrees that he bears the entire risk of any such adverse federal and State tax consequences and penalty taxes in the event any payment pursuant to this Agreement is intended deemed to comply be subject to and not compliant with Section 409A 409A, and that no representations have been made to Executive relating to the tax treatment of any payment pursuant to this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In of the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S Code and the Employee shall cooperate diligently to amend the terms corresponding provisions of this Agreement to avoid such 409A Penalties, any applicable State income tax laws. Notwithstanding anything to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references contrary in this Agreement to the Employee's Agreement, any payments or benefits due hereunder upon a termination of employment shall mean which are a "separation from service" “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Executive upon a “separation from service” as defined for purposes of Section 409A. In addition, if Executive is a “specified employee” as determined pursuant to Section 409A as of the Codedate of his separation from service, to the extent required to comply with Section 409A as so defined, and if any payments or entitlements provided for in this Agreement constitute a “deferral of the Code. Any payment that is "deferred compensation" ” within the meaning of and subject to Section 409A of and cannot be paid or provided in the Code that becomes manner provided herein without subjecting Executive to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is otherwise payable as a result of during the Employee's first six months following Executive’s separation from service and that is conditioned upon the Employee's execution of a Release will shall be paid within 90 days following the Employee's separation from service and if such period begins or provided to Executive in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if lump sum on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then to the extent any amount payable under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall be delayed until the earlier to occur of (xa) the first business day of the seventh calendar month immediately following the Employee's month in which his separation from service or occurs and (yb) the date of the Employee's Executive’s death.. To the extent required to satisfy the provisions of the foregoing sentence with respect to any benefit to be provided in-kind, the Company shall xxxx Executive, and Executive shall promptly pay, the value for tax purposes of any such benefit and the Company shall therefore promptly refund the amount so paid by Executive as soon as allowed by the foregoing sentence. For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. WHEREFORE, the parties hereto have executed this Agreement as of the day and year first set forth above. EXECUTIVE: By: /s/ Xxxxx X Xxxxxxxx Name: Xxxxx X Xxxxxxxx Exhibit A Confidential Information and Inventions Assignment Agreement Exhibit B AAA Rules American Arbitration Association 4853-6083-5593, v. 1

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this Agreement as a result of Employee's termination of employment The DRSUs are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to Section 409A of the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's termination of employment shall mean a "separation from service" within the meaning of Section 409A of the Code, to the extent required to comply with Section 409A of the CodeCode (“Section 409A”) to the extent subject thereto, and shall be interpreted in accordance with Section 409A and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Date of Grant. Any The Company reserves the right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the DRSUs, to the extent necessary or advisable to comply with Section 409A and reserves the right to make any changes to the DRSUs so that the DRSUs do not become deferred compensation under Section 409A. 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. Notwithstanding any provision in the Plan or this Agreement to the contrary, if the Participant is "deferred compensation" within the meaning of a “specified employee” and a payment subject to Section 409A of the Code that becomes payable as a result of the Employee's separation from service (and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then not excepted therefrom) to the extent any amount payable under this Agreement Participant is due upon the Employee's separation Separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the CodeService, such payment shall be delayed until for a period of six (6) months after the earlier to occur of date the Participant Separates from Service (x) or, if earlier, the first day death of the seventh Participant). Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the Employee's separation from service or (y) the date end of the Employee's death.six-month period unless another compliant date is specified in the applicable agreement. If the DRSUs include a “series of installment payments” (within the meaning of Treas. Reg. § 1.409A-2(b)(2)(iii)), the Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if the DRSUs include “dividend equivalents” (within the meaning of Treas. Reg. § 1.409A-3(e)), the Participant’s right to such dividend equivalents shall be treated separately from the right to other amounts under the DRSUs. Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or an Affiliate be liable to the Participant on account of failure of the DRSUs to (i) qualify for favorable U.S. or foreign tax treatment or

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this Agreement as a result of Employee's termination of employment are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to To the extent the Committee determines that any payment Award granted under this Agreement the Plan is subject to Section 409A of the Internal Revenue Code, it is intended to comply the Agreement evidencing such Award will incorporate the terms and conditions required by Section 409A of the Internal Revenue Code. To the extent applicable, the Plan and Agreement will be interpreted in accordance with Section 409A of the Internal Revenue Code and this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition Department of taxes Treasury regulations and other penalties under Section 409A (interpretive guidance issued thereunder, including without limitation any such taxes and regulations or other penalties referred to collectively as "409A Penalties")guidance that may be issued after the Effective Date. In Notwithstanding any provision of the Plan, in the event that Klondex G&S following the Effective Date the Committee determines that any Award may be subject to Section 409A of the terms of this Agreement would subject Internal Revenue Code, the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid Committee may adopt such 409A Penalties, amendments to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on Plan and/or the part of Klondex G&S to applicable Agreement or adopt any such amendment policies and procedures or take any such other actionaction or actions, including an action or amendment with retroactive effect, that the Committee determines is necessary or appropriate to (i) exempt the Award from the application of Section 409A of the Internal Revenue Code or (ii) comply with the requirements of Section 409A of the Internal Revenue Code. All references in this Agreement Notwithstanding any other provision of the Plan to the Employee's termination of employment shall mean a "separation from service" contrary, with respect to any Award that constitutes deferred compensation within the meaning of Section 409A of the Internal Revenue Code, any payment or distribution to be made with respect to such Award upon the extent required to comply with Grantee’s separation from service shall be delayed if the Grantee is a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code. Any payment that is "deferred compensation" within the meaning of and subject to Section 409A of the Code that becomes payable as a result of the Employee's separation from service and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then to the extent any amount payable under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall be delayed until the earlier to occur of (xa) the first day of the seventh month following the Employee's Grantee’s separation from service or and (yb) the date of the Employee's Grantee’s death.

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this Agreement as a result of Employee's termination of employment are intended to fall within Notwithstanding any provision in the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to Section 409A of the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Severance Agreement to the Employee's termination contrary, the Severance Agreement and this Amendment shall be interpreted, construed, operated and conformed in accordance with 409A. For purposes of employment shall mean determining whether any payment results in a "separation from service" within the meaning deferral of Section 409A of the Code, to the extent required to comply with Section 409A of the Code. Any payment that is "deferred compensation" within the meaning of 409A, the exemptions available under 409A shall be maximized, and subject each installment payment to Section 409A of be made under the Code that becomes payable Agreement shall be treated as a separate payment for purposes of 409A. It is intended by the Employer that all compensation and benefits payable or provided to Employee under this Agreement or otherwise shall either be exempt from or fully comply with the provisions of 409A so as not to subject Employee to the additional tax, interest or penalties which may be imposed under 409A. The parties acknowledge that 409A is ambiguous in certain respects. The Employer agrees that it will attempt in good faith not to take any action, and will attempt in good faith to refrain from taking any action, that would result in the imposition of tax, interest and/or penalties upon Employee under 409A. To the extent the Employer has acted or refrained from acting in good faith as required by this Section, neither it nor its employees, officers, directors, contractors or agents will be responsible for any consequences of failure to comply with 409A, and Employee shall not be entitled to any damages related to any such failure even though the Employment Agreement and this Amendment require certain actions to be taken in conformance with 409A. "Separation from service," "termination of employment" and similar phrases shall mean Employee's separation from service and that with the Employer (within the meaning of 409A) for any reason. Generally, a permanent decrease to no more than 20% of the average level of bona fide services performed during the immediately preceding 36-month period is conditioned upon the Employee's execution of considered a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable yearfor purposes of 409A. For this purpose, payment Employee's employment relationship shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the treated as continuing intact while Employee is on military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as Employee retains the right to reemployment under applicable statue or by contract. For purposes of determining whether a "specified employee," as defined in Section 409A of the Code, then to the extent any amount payable under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of has occurred, the Code, such payment "Employer" shall be delayed until determined by applying Internal Revenue Code Sections 414(b) and (c), and substituting 50% for the earlier to occur of (x) the first day of the seventh month following the Employee's separation from service or (y) the date of the Employee's death80% ownership level.

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under It is intended that this Agreement as a result of Employee's termination of employment are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to comply with Section 409A of the CodeInternal Revenue Code of 1986, it as amended, and any guidance thereunder (“Section 409A”). If, when the Executive's employment with the Company terminates, the Executive is intended to comply with a "specified employee" as defined in Section 409A 409A(a)(1)(B)(i), and if any payments under this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties Agreement, including payments under Section 409A 4, will result in additional tax or interest to the Executive under Section 409A(a)(1)(B) (such taxes and other penalties referred to collectively as "Section 409A Penalties"), then despite any provision of this Agreement to the contrary, the Executive will not be entitled to payments until the earliest of (a) the date that is at least six months after termination of the Executive's employment for reasons other than the Executive's death, (b) the date of the Executive's death, or (c) any earlier date that does not result in Section 409A Penalties to the Executive. In As soon as practicable after the event that Klondex G&S determines that end of the terms period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a lump sum. Additionally, if any provision of this Agreement would subject the Employee Executive to Section 409A Penalties, Klondex G&S the Company will apply such provision in a manner consistent with Section 409A during any period in which an arrangement is permitted to comply operationally with Section 409A and the Employee shall cooperate diligently before a formal amendment to amend the terms this Agreement is required. For purposes of this Agreement to avoid such 409A PenaltiesAgreement, any reference to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the EmployeeExecutive's termination of employment shall will mean that the Executive has incurred a "separation from service" within under Section 409A. No payments to be made under this Agreement may be accelerated or deferred except as specifically permitted under Section 409A. Any payments that qualify for the meaning of Section 409A of the Code, to the extent required to comply with Section 409A of the Code. Any payment that is "deferred compensation" within the meaning of and subject to “short-term deferral” exception or another exception under Section 409A of the Code that becomes payable shall be paid under the applicable exception. Each payment of compensation under this Agreement shall be treated as a result separate payment of compensation for purposes of Section 409A. To the extent that any reimbursements provided under this Agreement constitute deferred compensation subject to Section 409A, such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the Employee's separation from service and that is conditioned upon the Employee's execution of a Release will be paid within 90 days year following the Employee's separation from service and if year in which the expense is incurred. The amount of any such period begins payments eligible for reimbursement in one taxable year and carries over into a second taxable year, shall not affect the payments or expenses that are eligible for payment shall be made or reimbursement in the second any other taxable year, and in no event Executive’s right to such payments or reimbursement shall the Employee have the ability not be subject to influence the year in which payment will occurliquidation or exchange for any other benefit. Notwithstanding any other provision in of this AgreementAgreement to the contrary, but only to the extent necessary to comply with Section 409A, if the period in which the Release required by Section 4(F) or (G) of this Agreement must be provided and become effective and irrevocable in accordance with its terms begins in one calendar year and ends in a second calendar year, payment of any nonqualified deferred compensation shall be made or commence on the later of (i) the first payroll date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Codesecond calendar year, then to the extent any amount payable under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall be delayed until the earlier to occur of or (xii) the first day of the seventh month following the Employee's separation from service or (y) payroll date after the date of that the Employee's death.Release becomes effective and irrevocable in accordance with its terms

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this This Agreement as a result of Employee's termination of employment are is intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals comply with, or other applicable exceptions and will otherwise be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the rules and regulations promulgated thereunder (collectively, it “Section 409A”). The Company and the Executive agree that they will consider in good faith any and all amendments to this Agreement either may deem necessary to ensure compliance with the provisions of Section 409A. However, Executive hereby acknowledges and agrees that he bears the entire risk of any such adverse federal and State tax consequences and penalty taxes in the event any payment pursuant to this Agreement is intended deemed to comply be subject to and not compliant with Section 409A 409A, and that no representations have been made to Executive relating to the tax treatment of any payment pursuant to this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In of the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S Code and the Employee shall cooperate diligently to amend the terms corresponding provisions of this Agreement to avoid such 409A Penalties, any applicable State income tax laws. Notwithstanding anything to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references contrary in this Agreement to the Employee's Agreement, any payments or benefits due hereunder upon a termination of employment shall mean which are a "separation from service" “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Executive upon a “separation from service” as defined for purposes of Section 409A. In addition, if Executive is a “specified employee” as determined pursuant to Section 409A as of the Codedate of his separation from service, to the extent required to comply with Section 409A as so defined, and if any payments or entitlements provided for in this Agreement constitute a “deferral of the Code. Any payment that is "deferred compensation" ” within the meaning of and subject to Section 409A of and cannot be paid or provided in the Code that becomes manner provided herein without subjecting Executive to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is otherwise payable as a result of during the Employee's first six months following Executive’s separation from service and that is conditioned upon the Employee's execution of a Release will shall be paid within 90 days following the Employee's separation from service and if such period begins or provided to Executive in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if lump sum on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then to the extent any amount payable under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall be delayed until the earlier to occur of (xa) the first business day of the seventh calendar month immediately following the Employee's month in which his separation from service or occurs and (yb) the date of the Employee's Executive’s death.. To the extent required to satisfy the provisions of the foregoing sentence with respect to any benefit to be provided in-kind, the Company shall xxxx Executive, and Executive shall promptly pay, the value for tax purposes of any such benefit and the Company shall therefore promptly refund the amount so paid by Executive as soon as allowed by the foregoing sentence. For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. WHEREFORE, the parties hereto have executed this Agreement as of the day and year first set forth above. EXECUTIVE: Digitally signed by Xxxxxxxxxx Xxxxx Date: 2017.05.25 09:03:18 -07’00’ By: /s/ Xxxxxxxxxx Xxxxx Name: Xxxxxxxxxx Xxxxx THE COMPANY: xXxxxx Corp. By: /s/ Xxxxxx XxXxxxxx Name: Xxxxxx XxXxxxxx Title: CEO Exhibit A Confidential Information and Inventions Assignment Agreement Exhibit B AAA Rules American Arbitration Association

Compliance with Section 409A of the Internal Revenue Code. Payments If any compensation or benefits provided by this Agreement may result in the application of section 409A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the Company shall, in consultation with me, modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A of the Internal Revenue Code or in order to comply with the provisions of Section 409A of the Internal Revenue Code, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and benefits without any diminution in the value of the payments to me. Any payments that qualify for the “short-term” deferral exception under Treasury Regulations Section 1.409A-1(b)(4), the “separation pay” exception under Treasury Regulations Section 1.409A-1(b)(9)(iii), or any other exception under Section 409A of the Internal Revenue Code will be paid under the applicable exceptions to the greatest extent possible. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code. All reimbursements provided under this Agreement as a result shall be provided in accordance with the requirements of Employee's termination Section 409A of employment are intended to fall within the exception Internal Revenue Code, including, where applicable, the requirement that (a) the amount of expenses eligible for reimbursement during one calendar year will not affect the amount of expenses eligible for reimbursement in U.S. Treasury Regulation 1.409A -1(b)(4any other calendar year; (b) for short term deferrals or other applicable exceptions and the reimbursement of an eligible expense will be interpreted made no later than the last day of the calendar year following the calendar year in which the expense is incurred; and administered accordingly(c) the right to any reimbursement will not be subject to liquidation or exchange for another benefit. However, to the extent that If any payment that I become entitled to under this Agreement is considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section 409A of the Internal Revenue Code, it is intended to comply with Section 409A I understand and this Agreement agree that I shall be interpreted responsible for any and construed accordingly all such interest, penalties and in a manner that avoids the imposition of taxes additional tax. The parties’ signatures below indicate their agreement, understanding, and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms acceptance of this Separation and Release Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the its terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's termination of employment shall mean a "separation from service" within the meaning of Section 409A of the Code, to the extent required to comply with Section 409A of the Code. Any payment that is "deferred compensation" within the meaning of and subject to Section 409A of the Code that becomes payable as a result of the Employee's separation from service and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then to the extent any amount payable under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall be delayed until the earlier to occur of (x) the first day of the seventh month following the Employee's separation from service or (y) the date of the Employee's deathconditions.

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this Agreement as a result of Employee's termination of employment The RSUs are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to Section 409A of the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's termination of employment shall mean a "separation from service" within the meaning of Section 409A of the Code, to the extent required to comply with Section 409A of the CodeCode (“Section 409A”) to the extent subject thereto, and shall be interpreted in accordance with Section 409A and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Date of Grant. Any The Company reserves the right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the RSUs, to the extent necessary or advisable to comply with Section 409A and reserves the right to make any changes to the RSUs so that the RSUs do not become deferred compensation under Section 409A. 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. Notwithstanding any provision in the Plan or this Agreement to the contrary, if the Participant is "deferred compensation" within the meaning of a “specified employee” and a payment subject to Section 409A of the Code that becomes payable as a result of the Employee's separation from service (and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then not excepted therefrom) to the extent any amount payable under this Agreement Participant is due upon the Employee's separation Separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the CodeService, such payment shall be delayed until for a period of six (6) months after the earlier to occur of date the Participant Separates from Service (x) or, if earlier, the first day death of the seventh Participant). Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the Employee's separation end of the six-month period unless another compliant date is specified in the applicable agreement. If the RSUs include a “series of installment payments” (within the meaning of Treas. Reg. § 1.409A-2(b)(2)(iii)), the Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if the RSUs include “dividend equivalents” (within the meaning of Treas. Reg. § 1.409A-3(e)), the Participant’s right to such dividend equivalents shall be treated separately from service the right to other amounts under the RSUs. Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or an Affiliate, including the Employer, be liable to the Participant on account of failure of the RSUs to (i) qualify for favorable U.S. or foreign tax treatment or (yii) the date of the Employee's death.avoid adverse tax treatment under U.S. or foreign law, including, without limitation, under Section 409A. Schedule I

Compliance with Section 409A of the Internal Revenue Code. Payments The intent of the parties is that payments and benefits provided under this Agreement as a result of Employee's termination of employment are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), it is intended and the regulations and guidance promulgated thereunder (collectively, “Section 409A”), and, accordingly, to the maximum extent permitted, this agreement shall be interpreted to be in compliance therewith. If you notify the Company (with specificity as to the reason therefor) that you believe that any provision of this agreement (or of any award of compensation, including equity compensation or benefits) would cause you to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with you, reform such provision to try to comply with Section 409A and this Agreement through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. To the extent that any provision hereof is modified in order to comply with Section 409A, such modification shall be interpreted made in good faith and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penaltiesshall, to the maximum extent reasonably possible; provided, however, that this maintain the original intent and economic benefit to you and the Company of the applicable provision without violating the provisions of Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the Employee's 409A. A termination of employment shall mean 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" ” within the meaning of Section 409A and, for purposes of any such provision of this agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the Code, date of termination to the extent required to comply with Section 409A of the Code. Any payment that is "deferred compensation" be a “specified employee” within the meaning of and subject to that term under Section 409A of the Code that becomes payable as a result of the Employee's separation from service and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A 409A(a)(2)(B) of the Code, then with regard to any payment or the extent provision of any amount benefit that is specified as subject to this Section or that is otherwise considered deferred compensation under Section 409A payable under this Agreement upon the Employee's on account of a “separation from service would service,” such payment or benefit shall be a prohibited distribution under Section 409A(a)(2)(B)(imade or provided at the date which is the earlier of (A) the expiration of the Code, six (6)-month period measured from the date of such payment shall be delayed until the earlier to occur of (x) the first day of the seventh month following the Employee's “separation from service or service” and (yB) the date of your death (the Employee's death“Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. All expenses or other reimbursements under this agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you (provided that if any such reimbursements constitute taxable income to you, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. In the event that it is determined that any payment or distribution of any type to or for your benefit, whether paid or payable or distributed or distributable, pursuant to the terms of this agreement would be subject to the additional tax and interest imposed by Section 409A, or any interest or penalties with respect to such additional tax (such additional tax, together with any such interest or penalties, are collectively referred to as the “409A Tax”), then you shall be entitled to receive an additional payment (a “409A Tax Restoration Payment”) in an amount that shall fund the payment by you of any 409A Tax as well as all income taxes imposed on the 409A Tax Restoration Payment, any 409A Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the 409A Tax Restoration Payment or any 409A Tax.

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under It is intended that this Agreement as a result of Employee's termination of employment are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to comply with Section 409A of the CodeInternal Revenue Code of 1986, it as amended, and any guidance thereunder (“Section 409A”). If, when the Executive's employment with the Company terminates, the Executive is intended to comply with a "specified employee" as defined in Section 409A 409A(a)(1)(B)(i), and if any payments under this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties Agreement, including payments under Section 409A 4, will result in additional tax or interest to the Executive under Section 409A(a)(1)(B) (such taxes and other penalties referred to collectively as "Section 409A Penalties"), then despite any provision of this Agreement to the contrary, the Executive will not be entitled to payments until the earliest of (a) the date that is at least six months after termination of the Executive's employment for reasons other than the Executive's death, (b) the date of the Executive's death, or (c) any earlier date that does not result in Section 409A Penalties to the Executive. In As soon as practicable after the event that Klondex G&S determines that end of the terms period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a lump sum. Additionally, if any provision of this Agreement would subject the Employee Executive to Section 409A Penalties, Klondex G&S the Company will apply such provision in a manner consistent with Section 409A during any period in which an arrangement is permitted to comply operationally with Section 409A and the Employee shall cooperate diligently before a formal amendment to amend the terms this Agreement is required. For purposes of this Agreement to avoid such 409A PenaltiesAgreement, any reference to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references in this Agreement to the EmployeeExecutive's termination of employment shall will mean that the Executive has incurred a "separation from service" within under Section 409A. No payments to be made under this Agreement may be accelerated or deferred except as specifically permitted under Section 409A. Any payments that qualify for the meaning of Section 409A of the Code, to the extent required to comply with Section 409A of the Code. Any payment that is "deferred compensation" within the meaning of and subject to “short-term deferral” exception or another exception under Section 409A of the Code that becomes payable shall be paid under the applicable exception. Each payment of compensation under this Agreement shall be treated as a result separate payment of compensation for purposes of Section 409A. To the extent that any reimbursements provided under this Agreement constitute deferred compensation subject to Section 409A, such amounts shall be paid or reimbursed to the Executive promptly, but in no event later than December 31 of the Employee's separation from service and that is conditioned upon the Employee's execution of a Release will be paid within 90 days year following the Employee's separation from service and if year in which the expense is incurred. The amount of any such period begins payments eligible for reimbursement in one taxable year and carries over into a second taxable year, shall not affect the payments or expenses that are eligible for payment shall be made or reimbursement in the second any other taxable year, and in no event the Executive’s right to such payments or reimbursement shall the Employee have the ability not be subject to influence the year in which payment will occurliquidation or exchange for any other benefit. Notwithstanding any other provision in of this AgreementAgreement to the contrary, but only to the extent necessary to comply with Section 409A, if the period in which the Release required by Section 4(F) or (G) of this Agreement must be provided and become effective and irrevocable in accordance with its terms begins in one calendar year and ends in a second calendar year, payment of any nonqualified deferred compensation shall be made or commence on the later of (i) the first payroll date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Codesecond calendar year, then to the extent any amount payable under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall be delayed until the earlier to occur of or (xii) the first day of the seventh month following the Employee's separation from service or (y) payroll date after the date of that the Employee's death.Release becomes effective and irrevocable in accordance with its terms

Compliance with Section 409A of the Internal Revenue Code. Payments and benefits provided under this This Agreement as a result of Employee's termination of employment are is intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals comply with, or other applicable exceptions and will otherwise be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the rules and regulations promulgated thereunder (collectively, it “Section 409A”). The Company and the Executive agree that they will consider in good faith any and all amendments to this Agreement either may deem necessary to ensure compliance with the provisions of Section 409A. However, Executive hereby acknowledges and agrees that he bears the entire risk of any such adverse federal and State tax consequences and penalty taxes in the event any payment pursuant to this Agreement is intended deemed to comply be subject to and not compliant with Section 409A 409A, and that no representations have been made to Executive relating to the tax treatment of any payment pursuant to this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In of the event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S Code and the Employee shall cooperate diligently to amend the terms corresponding provisions of this Agreement to avoid such 409A Penalties, any applicable State income tax laws. Notwithstanding anything to the extent possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to adopt any such amendment or take any such other action. All references contrary in this Agreement to the Employee's Agreement, any payments or benefits due hereunder upon a termination of employment shall mean which are a "separation from service" “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Executive upon a “separation from service” as defined for purposes of Section 409A. In addition, if Executive is a “specified employee” as determined pursuant to Section 409A as of the Codedate of his separation from service, to the extent required to comply with Section 409A as so defined, and if any payments or entitlements provided for in this Agreement constitute a “deferral of the Code. Any payment that is "deferred compensation" ” within the meaning of and subject to Section 409A of and cannot be paid or provided in the Code that becomes manner provided herein without subjecting Executive to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is otherwise payable as a result of during the Employee's first six months following Executive’s separation from service and that is conditioned upon the Employee's execution of a Release will shall be paid within 90 days following the Employee's separation from service and if such period begins or provided to Executive in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if lump sum on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, then to the extent any amount payable under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall be delayed until the earlier to occur of (xa) the first business day of the seventh calendar month immediately following the Employee's month in which his separation from service or occurs and (yb) the date of the Employee's Executive’s death.. To the extent required to satisfy the provisions of the foregoing sentence with respect to any benefit to be provided in-kind, the Company shall xxxx Executive, and Executive shall promptly pay, the value for tax purposes of any such benefit and the Company shall therefore promptly refund the amount so paid by Executive as soon as allowed by the foregoing sentence. For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. WHEREFORE, the parties hereto have executed this Agreement as of the day and year first set forth above. EXECUTIVE: By: /s/ Xxxxxx XxXxxxxx Name: Xxxxxx XxXxxxxx Exhibit A Confidential Information and Inventions Assignment Agreement Exhibit B AAA Rules American Arbitration Association