Common use of Compliance with Section 409A Clause in Contracts

Compliance with Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Any payments or benefits provided under this Agreement is intended to comply with that constitute “deferred compensation” within the requirements meaning of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (including the exceptions thereto), to the extent applicable, and collectively “Section 409A”) shall be interpreted and administered accordingly. If any provision contained not commence in this Agreement conflicts connection with the requirements Employee’s termination of Section 409A of employment unless the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs Employee has also incurred a “separation from service,” as such term is defined in Treasury Regulation Section 409A 1.409A-1(h) (without regard to any permissible alternative definition thereunder) (“Separation from Service”). It is intended that each installment of the Code, payments and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses benefits provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during is a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a separate “separation from servicepayment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the rules avoidance of doubt, it is intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from serviceTreasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and Executive is determined to be 1.409A-1(b)(9). However, if the Employer determines that the payments and benefits provided under this Agreement constitute “deferred compensation” under Section 409A and the Employee is, on the date of the Employee’s Separation from Service, a “specified employee” (of the Employer or any successor entity thereto, as determined under Treas. Reg. § 1.409A-1(i))such term is defined in Section 409A(a)(2)(B)(i) of the Code, such payment shallthen, solely to the extent necessary to comply with avoid the requirements of Section 409A incurrence of the Codeadverse personal tax consequences under Section 409A, the timing of any such payments or benefits shall be made delayed as follows: on the later earlier to occur of (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six (6) months and one (1) day after the Employee’s Separation from Service or (ii) the date of Executivethe Employee’s separation from service death (or, if earliersuch earlier date, the date “Delayed Initial Payment Date”), the Employer shall (A) pay to the Employee a lump sum amount equal to the sum of Executive’s death). Any installment the payments that are the Employee would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the payments had not been so delayed pursuant to this Section 9.2 and (B) commence paying the provisions of this section shall be accumulated and paid in a lump sum on the first day balance of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided applicable payment schedules set forth in this Agreement. To If the extent permitted by Employer determines that any payments or benefits provided under this Agreement constitute “deferred compensation” under Section 409A409A and the Release could become effective in the calendar year following the calendar year in which the Employee’s Separation from Service occurs, each payment hereunder shall the Release will not be deemed to be a separate payment effective any earlier than the Release Deadline for purposes of Section 409A determining the timing of the Codepayment of any such payments or benefits.

Compliance with Section 409A. This Agreement It is intended that the Severance Benefits set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, (including the exceptions thereto“Code”) (Section 409A, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to the extent applicable, 1.409A-1(b)(5) and shall be interpreted and administered accordingly1.409A-1(b)(9). If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any of the Severance Benefits constitute “deferred compensation” under Section 409A and you are, on the date of your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of adverse personal tax consequences under Section 409A, the timing of such Severance Benefits shall be delayed until the earliest of: (i) the date that is six (6) months and one (1) day after your Separation from Service date, (ii) the date of your death, or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments or benefits deferred pursuant to this section shall be paid in a lump sum or provided in full by the Company (or the exemptions intended to apply under this Agreementsuccessor entity thereto, as applicable), this Agreement and any remaining payments due shall be deemed to paid as otherwise provided herein. No interest shall be reformed to comply with due on any amounts so deferred. If any of the requirements Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance Benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the Code (or applicable exemptions thereto)extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under extent required to comply with Section 5 hereof409A, (a) Executive’s a termination of employment shall not be deemed to have terminated occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless and until Executive incurs such termination is also a “separation from service” as defined in within the meaning of Section 409A of the Code, and (b) the effective date of any termination 409A. With respect to reimbursements or resignation of employment in-kind benefits provided to you hereunder (or any similar termotherwise) that are not exempt from Section 409A, the following rules shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall apply: (i) the amount of expenses eligible for reimbursement hereunder reimbursement, or in-kind benefits provided, during a any one of your taxable year years shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefit to be provided in any other taxable year or year, (ii) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything If the Company’s ability to the contrary herein, if choose between a lump sum severance payment or benefit a series of severance payments could subject you to adverse taxation under this Agreement is due to a “separation from service” for purposes Section 409A, then such severance payments shall be paid in installments in the case of the rules payments under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)Section 8(a)(1), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on in the first day case of the seventh month following Executive’s separation from service (orpayments under Section 8(b)(1); provided, however, that if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date this difference in accordance with the schedule provided in this Agreement. To the extent permitted by default treatment would subject you to adverse taxation under Section 409A, each payment hereunder then such severance payments shall be deemed to be made in a separate payment for purposes lump sum in the case of payments under Section 409A of the Code8(a)(1) or 8(b)(1).

Compliance with Section 409A. This It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code “Code”) (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (btogether, with any state law of similar effect, “Section 409A”) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurredunder Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit1.409A-1(b)(9). Notwithstanding anything to the contrary hereinHowever, if a payment or benefit the Company (or, if applicable, the successor entity thereto) determines that the severance payments and benefits provided under this Agreement is due to a (the “separation from serviceAgreement Payments”) constitute “deferred compensation” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) Section 409A and Executive is determined to be is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (as determined under Treas. Reg. § 1.409A-1(i)a “Specified Employee”), such payment shallthen, solely to the extent necessary to comply with avoid the requirements of Section 409A incurrence of the Codeadverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be made delayed as follows: on the later earlier to occur of (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six months and one day after Executive’s “separation from service” (6as defined above) months after or (ii) the date of Executive’s separation from service death (or, if earliersuch earlier date, the date “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of Executive’s death). Any installment payments the Agreement Payments that are Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 2(b) and (B) commence paying the provisions of this section shall be accumulated and paid in a lump sum on the first day balance of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date Agreement Payments in accordance with the schedule provided applicable payment schedules set forth in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement It is intended that the Severance set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, (including the exceptions thereto“Code”) (Section 409A, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to the extent applicable, 1.409A-1(b)(5) and shall be interpreted and administered accordingly1.409A-1(b)(9). If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A of the Code (or the exemptions intended to apply under this Agreement)including, this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinwithout limitation, for purposes of determining Executive’s entitlement Treasury Regulations 1.409A-2(b)(2)(iii)), your right to the Severance Benefits receive any installment payments under Section 5 hereofthis Agreement (whether severance payments, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination reimbursements or resignation of employment (or any similar termotherwise) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (treated as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be subject to liquidation or exchange for another benefitconsidered a separate and distinct payment. Notwithstanding anything any provision to the contrary hereinin this Agreement, if a payment or benefit the Company (or, if applicable, the successor entity thereto) determines that the Severance constitutes “deferred compensation” under this Agreement is due to a “separation Section 409A and you are, on the date of your Separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (as determined under Treas. Reg. § 1.409A-1(i)a “Specified Employee”), such payment shallthen, solely to the extent necessary to comply with avoid the requirements incurrence of adverse personal tax consequences under Section 409A 409A, the timing of the Code, Severance shall be made on delayed until the later of earliest of: (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six (6) months and one (1) day after your Separation from Service date, (ii) the date of Executive’s separation from service your death, or (oriii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, if earlier, the date of Executive’s death). Any installment all payments that are delayed or benefits deferred pursuant to the provisions of this section Section 16 shall be accumulated and paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the first day Severance benefits are not covered by one or more exemptions from the application of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) Section 409A and the remaining installment payments shall begin on such date Release could become effective in accordance the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance benefits are intended to qualify for an exemption from application of Section 409A or comply with the schedule provided in this Agreement. To its requirements to the extent permitted by necessary to avoid adverse personal tax consequences under Section 409A, each payment hereunder and any ambiguities herein shall be deemed to be a separate payment for purposes of Section 409A of the Codeinterpreted accordingly.

Compliance with Section 409A. This Agreement It is intended that each installment of the payments and benefits provided for in Articles 2 and 3 is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts set forth in Articles 2 and 3 satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Code (including the exceptions theretotogether, with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the extent Company (or, if applicable, the successor entity thereto) determines that the payments and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses benefits provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a (the “separation from serviceAgreement Payments”) constitute “deferred compensation” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) Section 409A and Executive is determined to be a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (as determined under Treas. Reg. § 1.409A-1(i)a “Specified Employee”), such payment shallthen, solely to the extent necessary to comply with avoid the requirements of Section 409A incurrence of the Codeadverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be made delayed as follows: on the later earlier to occur of (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six months and one day after Executive’s “separation from service” (6as defined under Section 409A) months after or (ii) the date of Executive’s separation from service death (or, if earliersuch earlier date, the date of Executive’s death“Delayed Initial Payment Date”). Any installment payments that are delayed pursuant , the Company (or the successor entity thereto, as applicable) shall (A) pay to the provisions of this section shall be accumulated and paid in Executive a lump sum on amount equal to the first day sum of the seventh month following Executive’s separation from service Agreement Payments that the Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed and (or, if earlier, upon Executive’s deathB) and commence paying the remaining installment payments shall begin on such date balance of the Agreement Payments in accordance with the schedule provided applicable payment schedules set forth in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This The parties to this Agreement is intended intend that the Agreement complies with Section 409A of the Code, where applicable, and this Agreement will be interpreted in a manner consistent with that intention. Notwithstanding any other provisions of this Agreement to comply the contrary, and solely to the extent necessary for compliance with Section 409A of the requirements Code, if as of the date of Executive’s “separation from service” (within the meaning of Section 409A of the Code and the applicable regulations) from the Company, (i) Executive is deemed to be a “specified employee” (within the meaning of Section 409A of the Code), and (ii) the Company or any member of a controlled group including the Company is publicly traded on an established securities market or otherwise, no payment or other distribution required to be made to Executive hereunder (including any payment of cash, any transfer of property and any provision of taxable benefits) solely as a result of Executive’s separation from service will be made earlier than the exceptions theretofirst day of the seventh month following the date on which the Executive separates from service with the Company, or if earlier within thirty (30) days of the Executive’s date of death following the date of such separation. Notwithstanding the foregoing, this provision will not apply to (a) all payments on separation from service that satisfy the short-term deferral rule of Treas. Reg. §1.409A-1(b)(4), (b) to the extent applicableportion of the payments on separation from service that satisfy the requirements for separation pay due to an involuntary separation from service under Treas. Reg. §1.409A-1(b)(9)(iii), and shall (c) to any payments that are otherwise exempt from the six month delay requirement of the Treasury Regulations under Code Section 409A. Notwithstanding anything to the contrary herein, a termination of employment will not be interpreted and administered accordingly. If deemed to have occurred for purposes of any provision contained in of this Agreement conflicts with providing for the requirements payment of 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 of the Code (or the exemptions intended to apply under and, for purposes of any such provision of this Agreement), this Agreement shall be deemed references to be reformed to comply with the requirements a “resignation,” “termination,” “termination of employment,” or like terms will mean a separation from service. For purposes of Section 409A of the Code (or applicable exemptions thereto)Code, each payment made under this Agreement will be designated as a “separate payment” within the meaning of the Section 409A of the Code. Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement except to the Severance Benefits under Section 5 hereofextent any expense, (a) Executive’s employment shall reimbursement or in-kind benefit provided pursuant to this Agreement does not be deemed to have terminated unless and until Executive incurs constitute a “separation from servicedeferral of compensation” as defined in within the meaning of Section 409A of the Code, and : (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (ix) the amount of expenses eligible for reimbursement hereunder or in-kind benefits provided to Executive during a taxable any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other taxable calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed will be made on or before the last day of the calendar year or following the calendar year in which the applicable expense is incurred, and (iiz) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codeany other benefit.

Compliance with Section 409A. This Agreement is intended to comply with the requirements of Section 409A 409A. Accordingly, all provisions herein shall be construed and interpreted to comply with Section 409A. This Agreement may be amended at any time, without the consent of the Code (including the exceptions thereto)any party, to avoid the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements application of Section 409A in a particular circumstance or that is necessary or desirable to satisfy any of the Code (requirements under Section 409A, but the Company shall not be under any obligation to make any such amendment. Nothing in the Agreement shall provide a basis for any person to take action against the Company or any of its subsidiaries or affiliate based on matters covered by Section 409A, including the exemptions intended to apply tax treatment of any amount paid or Performance Unit Award granted under this Agreement), and neither the Company nor any of its subsidiaries or affiliates shall under any circumstances have any liability to any participant or his or her estate or any other party for any taxes, penalties or interest due on amounts paid or payable under the this Agreement shall be deemed to be reformed to comply with the requirements of Agreement, including taxes, penalties or interest imposed under Section 409A of the Code (or applicable exemptions thereto). 409A. Notwithstanding anything any provision to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary hereinAgreement, if a payment shares of Common Stock or benefit other amounts become issuable or distributable under this Agreement is due to a “separation from service” for purposes by reason of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation Participant’s Separation from service) Service and Executive the Participant is determined to be a “specified employee,” (as determined under Treas. Reg. § 1.409A-1(i))within the meaning of Section 409A, at the time of such payment shallSeparation from Service, the shares of Common Stock shall not be issued or distributed to the extent necessary Participant prior to comply with the requirements of Section 409A of the Code, be made on the later earlier of (xi) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh (7th) month following Executivethe date of the Participant’s Separation from Service or (ii) the date of the Participant’s death, if such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2). Upon the expiration of the applicable Section 409A(a)(2) deferral period, all shares of Common Stock underlying the Performance Unit Award issued pursuant to this Agreement or other amounts deferred pursuant to this Section 12 shall be issued or distributed in a lump sum to the Participant. For purposes of this Agreement, “Separation from Service” means the Participant’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date as determined in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A and the applicable standards of the CodeTreasury Regulations issued thereunder.

Compliance with Section 409A. This Agreement is intended to comply with To the requirements of Section 409A of maximum extent permissible by applicable law, the Code (including the exceptions thereto), to the extent applicable, payments and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply benefits payable under this Agreement), this Agreement shall be deemed interpreted to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation exempt from service” as defined in Section 409A of the Code, including, without limitation, the exemptions pursuant to Treasury Regulation Sections 1.409A-1(b)(4) and (b) 1.409A-1(b)(9). To the effective date extent the payments and benefits under this Agreement are subject to Section 409A of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in Code, this Agreement shall be made interpreted, construed and administered in accordance with a manner that satisfies the Company’s policies requirements of Sections 409A(a)(2), (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred3) and in no event shall (i4) of the amount of expenses eligible for reimbursement hereunder during a taxable year affect Code and the expenses eligible for reimbursement in Treasury Regulations thereunder. If the Company and Executive determine that any compensation, benefits or other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit payments that are payable under this Agreement is due and intended to a “separation from service” for purposes comply with Sections 409A(a)(2), (3) and (4) of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) Code do not comply with Section 409A of the Code, the Company and Executive is determined agree to be a “specified employee” (amend this Agreement, or take such other actions as determined under Treas. Reg. § 1.409A-1(i))the Company and Executive deem reasonably necessary or appropriate, such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on while preserving the later economic agreement of (x) the date specified by parties. In the foregoing provisions case of this Agreement any compensation, benefits or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment other payments that are delayed pursuant payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the provisions Code, if any provision of this section the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be accumulated null and paid void with respect to such compensation, benefits or other payments, and such provision shall otherwise remain in a lump sum on the first day of the seventh month following full force and effect. The Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining right to receive installment payments of any severance payments or benefits under this Agreement shall begin on such date in accordance with the schedule provided in this Agreementbe treated as a right to receive a series of separate payments, and accordingly, each installment payment shall at all times be considered a separate and distinct payment. To the extent permitted by Section 409A, each payment hereunder shall be deemed any reimbursement of expenses under this Agreement is subject to be a separate payment for purposes of Section 409A of the Code, the reimbursements shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses.

Compliance with Section 409A. This It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code “Code”) (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (btogether, with any state law of similar effect, “Section 409A”) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurredunder Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit1.409A-1(b)(9). Notwithstanding anything to the contrary hereinHowever, if a payment or benefit the Company (or, if applicable, the successor entity thereto) determines that the severance payments and benefits provided under this Agreement is due to a (the “separation from serviceAgreement Payments”) constitute “deferred compensation” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) Section 409A and Executive is determined to be is, on the date of his Separation from Service, a “specified employeeExecutive” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (as determined under Treas. Reg. § 1.409A-1(i)a “Specified Executive”), such payment shallthen, solely to the extent necessary to comply with avoid the requirements of Section 409A incurrence of the Codeadverse personal tax consequences under Section 409A, the timing of the Separation Benefit described in Section 2(a) shall be made delayed as follows: on the later earlier to occur of (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six months and one day after Executive’s Separation from Service or (6ii) months after the date of Executive’s separation from service death (or, if earliersuch earlier date, the date “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall pay to Executive a lump sum amount equal to the applicable benefit that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of Executive’s death). Any installment payments that are the payment of the benefit had not been so delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code3(c).

Compliance with Section 409A. This Agreement is intended to comply with To the requirements of Section 409A of maximum extent permissible by applicable law, the Code (including the exceptions thereto), to the extent applicable, payments and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply benefits payable under this Agreement), this Agreement shall be deemed interpreted to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation exempt from service” as defined in Section 409A of the Code, including, without limitation, the exemptions pursuant to Treasury Regulation Sections 1.409A-1(b)(4) and (b) 1.409A-1(b)(9). To the effective date extent the payments and benefits under this Agreement are subject to Section 409A of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in Code, this Agreement shall be made interpreted, construed and administered in accordance with a manner that satisfies the Company’s policies requirements of Sections 409A(a)(2), (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred3) and in no event shall (i4) of the amount of expenses eligible for reimbursement hereunder during a taxable year affect Code and the expenses eligible for reimbursement in Treasury Regulations thereunder. If the Company and Executive determine that any compensation, benefits or other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit payments that are payable under this Agreement is due and intended to a “separation from service” for purposes comply with Sections 409A(a)(2), (3) and (4) of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) Code do not comply with Section 409A of the Code, the Company and Executive is determined agree to be a “specified employee” (amend this Agreement, or take such other actions as determined under Treas. Reg. § 1.409A-1(i))the Company and OC\1608076.7 Executive deem reasonably necessary or appropriate, such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on while preserving the later economic agreement of (x) the date specified by parties. In the foregoing provisions case of this Agreement any compensation, benefits or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment other payments that are delayed pursuant payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the provisions Code, if any provision of this section the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be accumulated null and paid void with respect to such compensation, benefits or other payments, and such provision shall otherwise remain in a lump sum on the first day of the seventh month following full force and effect. The Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining right to receive installment payments of any severance payments or benefits under this Agreement shall begin on such date in accordance with the schedule provided in this Agreementbe treated as a right to receive a series of separate payments, and accordingly, each installment payment shall at all times be considered a separate and distinct payment. To the extent permitted by Section 409A, each payment hereunder shall be deemed any reimbursement of expenses under this Agreement is subject to be a separate payment for purposes of Section 409A of the Code, the reimbursements shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses.

Compliance with Section 409A. This Agreement is intended The Company intends that the RSUs be structured in compliance with, or to comply with the requirements of satisfy an exemption from, Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (including the exceptions thereto“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the RSUs. In the event the RSUs are subject to Section 409A, the extent applicableCommittee may, and shall be interpreted and administered accordinglyin its sole discretion, take the actions described in Section 12.1 of the Plan. If Notwithstanding any contrary provision contained in the Plan or this Agreement conflicts with Award Agreement, any payment(s) of nonqualified deferred compensation (within the requirements meaning of Section 409A of the Code (or the exemptions intended 409A) that are otherwise required to apply be made under this Agreement), this Award Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined defined under Treas. Reg. § 1.409A-1(i)), such Section 409A) as a result of his or her separation from service (other than a payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is not subject to Section 409A) shall be delayed for the first six (6) months after the date of Executive’s following such separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to death of the provisions of this section specified employee) and shall instead be accumulated and paid in a lump sum on the first day date that immediately follows the end of the seventh such six (6) month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments period or as soon as administratively practicable thereafter. A termination of Service shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall not be deemed to be a separate payment have occurred for purposes of any provision of the Award Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the Codemeaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.”

Compliance with Section 409A. This Agreement is intended to comply with To the requirements of Section 409A of maximum extent permissible by applicable law, the Code (including the exceptions thereto), to the extent applicable, payments and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply benefits payable under this Agreement), this Agreement shall be deemed interpreted to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation exempt from service” as defined in Section 409A of the Code, including, without limitation, the exemptions pursuant to Treasury Regulation Sections 1.409A-1(b)(4) and (b) 1.409A-1(b)(9). To the effective date extent the payments and benefits under this Agreement are subject to Section 409A of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in Code, this Agreement shall be made interpreted, construed and administered in accordance with a manner that satisfies the Company’s policies requirements of Sections 409A(a)(2), (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred3) and in no event shall (i4) of the amount of expenses eligible for reimbursement hereunder during a taxable year affect Code and the expenses eligible for reimbursement in Treasury Regulations thereunder. If the Company and Executive determine that any compensation, benefits or other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit payments that are payable under this Agreement is due and intended to a “separation from service” for purposes comply with Sections 409A(a)(2), (3) and (4) of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) Code do not comply with Section 409A of the Code, the Company and Executive is determined agree to be a “specified employee” (amend this Agreement, or take such other actions as determined under Treas. Reg. § 1.409A-1(i))the Company and Executive deem reasonably necessary or appropriate, such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on while preserving the later economic agreement of (x) the date specified by parties. In the foregoing provisions case of this Agreement any compensation, benefits or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment other payments that are delayed pursuant payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the provisions Code, if any provision of this section the Agreement would cause such compensation, benefits or other payments to fail to so OC\1608076.7 comply, such provision shall not be effective and shall be accumulated null and paid void with respect to such compensation, benefits or other payments, and such provision shall otherwise remain in a lump sum on the first day of the seventh month following full force and effect. The Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining right to receive installment payments of any severance payments or benefits under this Agreement shall begin on such date in accordance with the schedule provided in this Agreementbe treated as a right to receive a series of separate payments, and accordingly, each installment payment shall at all times be considered a separate and distinct payment. To the extent permitted by Section 409A, each payment hereunder shall be deemed any reimbursement of expenses under this Agreement is subject to be a separate payment for purposes of Section 409A of the Code, the reimbursements shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses.

Compliance with Section 409A. This Agreement It is intended that the Severance Benefits and Accelerated Vesting set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Code (including the exceptions theretoSection 409A, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to the extent applicable, 1.409A-1(b)(5) and shall be interpreted and administered accordingly1.409A-1(b)(9). If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A of the Code (or the exemptions intended to apply under this Agreement)including, this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinwithout limitation, for purposes of determining ExecutiveTreasury Regulations 1.409A-2(b)(2)(iii)), Employee’s entitlement right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits or Accelerated Vesting constitute “deferred compensation” under Section 5 hereof409A and Employee is, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of on the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of ExecutiveEmployee’s separation Separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary hereinService, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (of the Company or any successor entity thereto, as determined under Treas. Reg. § 1.409A-1(i))such term is defined in Section 409A(a)(2)(B)(i) of the Code, such payment shallthen, solely to the extent necessary to comply with avoid the requirements incurrence of adverse personal tax consequences under Section 409A 409A, the timing of the Code, Severance Benefits and Accelerated Vesting shall be made on delayed until the later of earliest of: (x) the date specified by the foregoing provisions of this Agreement or (ya) the date that is six (6) months and one (1) day after Employee’s Separation from Service date, (b) the date of Executive’s separation from service (or, if earlier, the date of ExecutiveEmployee’s death), or (c) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Any installment Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments that are delayed or benefits deferred pursuant to the provisions of this section Section 9 shall be accumulated and paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. The Severance Benefits and Accelerated Vesting are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the first day extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Any reimbursement of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments expenses or in-kind benefits payable under this Agreement shall begin on such date be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the schedule provided last day of Employee’s taxable year following the taxable year in which Employee incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Employee, and Employee’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit. For purposes of this Agreement. To the extent permitted by Section 409A, each payment hereunder all references to Employee’s “termination of employment” shall be deemed to be a separate payment for purposes of Section 409A of the Codemean Employee’s Separation from Service.

Compliance with Section 409A. This It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (btogether, with any state law of similar effect, “Section 409A”) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurredunder Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit1.409A-1(b)(9). Notwithstanding anything to the contrary hereinHowever, if a payment or benefit the Employer determines that the payments and benefits provided under this Agreement is due to a constitute “separation from servicedeferred compensation” for purposes of under Section 409A and Employee is, on the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be Termination Date, a “specified employee” (of the Company or any successor entity thereto, as determined under Treas. Reg. § 1.409A-1(i))such term is defined in Section 409A(a)(2)(B)(i) of the Code, such payment shallthen, solely to the extent necessary to comply with avoid the requirements of Section 409A incurrence of the Codeadverse personal tax consequences under Section 409A, be made the timing of any payments that are deferred compensation that are otherwise payable on the later separation from service shall be delayed as follows: on the earlier to occur of (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six months and one day after Employee’s “separation from service” or (6ii) months after the date of ExecutiveEmployee’s separation from service death (or, if earliersuch earlier date, the date “Delayed Initial Payment Date”), the Employer shall (A) pay to the Employee a lump sum amount equal to the sum of Executive’s death). Any installment the payments that are the Employee would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the payments had not been so delayed pursuant to this Section 9.2 and (B) commence paying the provisions of this section shall be accumulated and paid in a lump sum on the first day balance of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided applicable payment schedules set forth in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement It is intended that the Severance and Accelerated Vesting set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, (including the exceptions thereto“Code”) (Section 409A, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to the extent applicable, 1.409A-1(b)(5) and shall be interpreted and administered accordingly1.409A-1(b)(9). If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A of the Code (or the exemptions intended to apply under this Agreement)including, this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinwithout limitation, for purposes of determining Executive’s entitlement Treasury Regulations 1.409A-2(b)(2)(iii)), your right to the Severance Benefits receive any installment payments under Section 5 hereofthis Agreement (whether severance payments, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination reimbursements or resignation of employment (or any similar termotherwise) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (treated as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be subject to liquidation or exchange for another benefitconsidered a separate and distinct payment. Notwithstanding anything any provision to the contrary hereinin this Agreement, if a payment the Company (or, if applicable, the successor entity thereto) determines that the Severance or benefit Accelerated Vesting constitute “deferred compensation” under this Agreement is due to a “separation Section 409A and you are, on the date of your Separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (as determined under Treas. Reg. § 1.409A-1(i)a “Specified Employee”), such payment shallthen, solely to the extent necessary to comply with avoid the requirements incurrence of adverse personal tax consequences under Section 409A 409A, the timing of the Code, Severance and Accelerated Vesting shall be made on delayed until the later of earliest of: (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six (6) months and one (1) day after your Separation from Service date, (ii) the date of Executive’s separation from service your death, or (oriii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, if earlier, the date of Executive’s death). Any installment all payments that are delayed or benefits deferred pursuant to the provisions of this section Section shall be accumulated and paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the first day Severance and Accelerated Vesting benefits are not covered by one or more exemptions from the application of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) Section 409A and the remaining installment payments shall begin on such date Release could become effective in accordance the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance and Accelerated Vesting benefits are intended to qualify for an exemption from application of Section 409A or comply with the schedule provided in this Agreement. To its requirements to the extent permitted by necessary to avoid adverse personal tax consequences under Section 409A, each payment hereunder and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of employment shall not be deemed to be a separate payment have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A 409A. With respect to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are not exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the Codeexpenses eligible for reimbursement, or in-kind benefit to be provided in any other taxable year, (ii) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. This Agreement is intended The Company intends that the RSUs be structured in compliance with, or to comply with satisfy an exemption from, Section 409A, such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the requirements RSUs. In the event the RSUs are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Award Agreement, any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code (including the exceptions thereto), 409A) that are otherwise required to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply made under this Agreement), this Award Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code a “specified employee” (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits as defined under Section 5 hereof, (a409A) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs as a result of his or her “separation from service” (as defined in below) (other than a payment that is not subject to Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term409A) shall be delayed for the effective date of Executive’s first six (6) months following such “separation from service. Reimbursement ” and shall instead be paid on the date that immediately follows the end of any expenses provided for in this Agreement shall be made in accordance with such six (6) month period (or, if earlier, within 10 business days following the Company’s policies (date of death of the specified employee) or as applicable) with respect thereto soon as in effect from time to time (administratively practicable within 60 days thereafter, but in no event later than the end of calendar year the applicable taxable year. A termination of Continuous Service shall not be deemed to have occurred for purposes of any provision of the Award Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Continuous Service, unless such termination is also a “separation from service” within the year such expenses were incurred) meaning of Section 409A and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due thereof prior to a “separation from service” for would violate Section 409A. For purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (any such provision of this Award Agreement relating to any such payments or benefits, references to specified employees upon a “termination,” “termination of Continuous Service” or like terms shall mean “separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.”

Compliance with Section 409A. This The payments and entitlements provided for under this Agreement is are intended to comply with qualify for the requirements of short-term deferral exception to Section 409A of the Code (including as described in Treasury Regulation Section 1.409A-1(b)(4) to the exceptions thereto)maximum extent possible, and to the extent applicablethey do not so qualify, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with they are intended to qualify for the requirements of involuntary separation pay plan exception to Section 409A of the Code (or as described in Treasury Regulation Section 1.409A-1(b)(9)(iii) to the exemptions maximum extent possible. The amounts paid pursuant to this Agreement that are intended to apply under qualify for the exemption for separation pay due to an involuntary separation from service shall be paid, consistent with Treasury Regulation Section 1.409A-1(b)(9)(iii)(B), no later than the last day of the second taxable year of Executive following the taxable year of Executive in which the “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein) occurs. For purposes of this Agreement), this Agreement each payment described herein shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto)considered a separate payment. Notwithstanding anything to the contrary hereinin this Agreement, if any payment or entitlement provided for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs in this Agreement constitutes a “separation from servicedeferral of compensation” (as such term is defined in Section 409A of the Code) (e.g., because such payment would be in excess of the payments subject to an exception described in the immediately preceding paragraph) within the meaning of Section 409A of the Code and (bcannot be paid or provided in the manner provided herein without subjecting Executive to additional tax, interest or penalties under Section 409A of the Code as a result of the operation of Section 409A(a)(2)(B)(i) of the effective date Code or Treasury Regulation Section 1.409A-3(i)(2), then any such payment and/or entitlement which would, but for the operation of any termination or resignation of employment (or any similar term) shall this Section 7(d), be payable during the effective date of first six months following Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid or provided to Executive instead in a lump sum on the first day of the seventh month following the date of Executive’s “separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in service.” For purposes of this Agreement. To the extent permitted by Section 409A, each payment hereunder all references to “termination of employment” and correlative phrases shall be deemed construed to be require a separate payment for purposes of “separation from service” (as defined in Section 409A 1.409A-1(h) of the CodeTreasury regulations after giving effect to the presumptions contained therein).

Compliance with Section 409A. This Agreement is intended Notwithstanding anything herein to comply the contrary, (i) if at the time of Executive’s Termination of Employment with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Company Executive incurs is a “separation from servicespecified employee” as defined in Section 409A of the Code, and (b) the effective date deferral of the commencement of any termination payments or resignation benefits otherwise payable hereunder as a result of employment such Termination of Employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s Termination of Employment with the Company (or the earliest date as is permitted under Section 409A of the Code), (ii) any similar termreimbursements provided under the Agreement, including, but not limited to, in Sections 2.c, 8.a.(iii)(C) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement and 13(p), shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar Executive’s taxable year following Executive’s taxable year in which such expense was incurred; in addition, the year such expenses were incurred) and in no event shall (i) the amount of expenses amounts eligible for reimbursement hereunder reimbursement, or in-kind benefits to be provided, during a any one taxable year under this Agreement may not affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is Agreement, and (iii) if any other payments of money or other benefits due to a “separation from service” for purposes Executive hereunder could cause the application of the rules an accelerated or additional tax under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement such payments or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section other benefits shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, deferred if earlier, upon Executive’s death) and the remaining installment payments shall begin on deferral will make such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board or any duly authorized committee thereof, that does not cause such an accelerated or additional tax or result in an additional cost to the Company. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 13(o); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto.

Compliance with Section 409A. This Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the fifteenth (15th) day of the third (3rd) month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). For purposes of this Agreement, termination of employment shall be deemed to occur only upon “separation from service” as such term is defined under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent any amounts payable by the Company to the Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A) such payments are intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable409A, and shall be interpreted and administered accordinglyin accordance therewith. If Neither Party individually or in combination may accelerate, offset or assign any provision contained such deferred payment, except in this Agreement conflicts compliance with Section 409A. No amount shall be paid prior to the requirements earliest date on which it is permitted to be paid under Section 409A, including a six (6) month delay of termination payments made to specified employees of a public company, to the extent then applicable. Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any Section 409A payments which are subject to execution of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall a Release which may be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs executed and/or revoked in a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the calendar year in which the payment event (such expenses were incurredas termination of employment) and occurs shall commence payment only in no event such following calendar year as necessary to comply with Section 409A. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement hereunder or in-kind benefits provided during a taxable one calendar year may not affect the expenses eligible for reimbursement in benefits provided during any other taxable year or year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which Executive incurs such expenses, and Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to It is the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes intent of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to Company that the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) and all other plans and programs sponsored by the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant Company be interpreted to the provisions of this section shall be accumulated and paid comply in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance all respects with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder however, the Company shall have no liability to Executive, or any successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be deemed determined to be a separate applicable to any payment or benefit received by Executive or any successor or beneficiary thereof, nor for purposes reporting in good faith any payment of benefit as subject to Section 409A of the Code.409A.

Compliance with Section 409A. This In the event that (i) one or more payments of compensation or benefits received or to be received by Executive pursuant to this Agreement is intended (“Agreement Payment”) would constitute deferred compensation subject to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred”) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined deemed at the time of such termination of employment to be a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then such Agreement Payment shall not be made or commence until the earlier of (i) the expiration of the six (6)-month period measured from the date of Executive’s “separation from service” (as determined such term is at the time defined in Treasury Regulations under Treas. Reg. § 1.409A-1(i))Section 409A of the Code) with the Company or (ii) such earlier time permitted under Section 409A of the Code and the regulations or other authority promulgated thereunder; provided, however, that such payment shall, deferral shall only be effected to the extent necessary required to comply with the requirements of avoid adverse tax treatment to Executive under Section 409A of the Code, including (without limitation) the additional twenty percent (20%) tax for which Executive would otherwise be made liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period in which an Agreement Payment to Executive is deferred pursuant to the foregoing, Executive shall be entitled to interest on the later deferred Agreement Payment at a per annum rate equal to the highest rate of interest applicable to six (x) the date specified 6)-month non-callable certificates of deposit with daily compounding offered by the foregoing provisions following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of this Agreement or (y) the date that is six (6) months after America, on the date of Executive’s such separation from service service. Upon the expiration of the applicable deferral period, any Agreement Payment which would have otherwise been made during that period (or, if earlier, whether in a single sum or in installments) in the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions absence of this section paragraph shall be accumulated and paid to Executive or his beneficiary in a one lump sum on the first day of the seventh month following Executive’s separation from service (orsum, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codeincluding all accrued interest.

Compliance with Section 409A. This Agreement is intended to comply with Any amounts payable as a result of Employee’s termination of employment shall only be payable if such termination of employment constitutes a ‘separation from service’ within the requirements meaning of Section 409A of the Code (including Code. In addition, in the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall that (i) Employee is deemed at the amount time of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “such separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined service to be a “specified employee” under Section 409A(a)(2)(B)(i) of the Code and (ii) the payment of any amounts to Employee as determined under Treas. Reg. § 1.409A-1(i)), a result of such payment shall, separation from service (an ‘Agreement Payment’) would result in penalty tax liability pursuant to the extent necessary to comply with the requirements of Section 409A of the Code, then such Agreement Payment shall not be made on or commence until the later earlier of (xa) the date specified by expiration of the foregoing provisions of this Agreement or (y) the date that is six (6) months after 6)-month period measured from the date of ExecutiveEmployee’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent Company or (b) such earlier time permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of under Section 409A of the CodeCode and the regulations or other authority promulgated thereunder. During any period in which an Agreement Payment to Employee is deferred pursuant to the foregoing, Employee shall be entitled to interest on the deferred Agreement Payment at a per annum rate equal to the highest rate of interest applicable to six (6)-month non-callable certificates of deposit with daily compounding offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of such separation from service. Upon the expiration of the applicable deferral period, any Agreement Payment which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or his or her beneficiary in one lump sum, including all accrued interest.”

Compliance with Section 409A. This All compensation and benefits provided by this Agreement is intended to comply with the requirements of or be exempt from Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply interpreted, administered and operated in a manner consistent with the requirements of Section 409A of the Code (or applicable exemptions thereto)that intent. Notwithstanding anything herein to the contrary hereincontrary, for purposes if at the time of determining the Executive’s entitlement to termination from service with the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Company the Executive incurs is a “separation from servicespecified employee” as defined in Section 409A of the Code (and the regulations thereunder) and any payments or benefits otherwise payable hereunder as a result of such separation from service are “non-qualified deferred compensation” subject to Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shallthen, to the extent necessary to comply with Section 409A of the requirements Code, the Company shall defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided) until the date that is six months following the Executive’s termination from service with the Company (or the earliest date as is permitted under Section 409A of the Code), and the Company shall pay any such delayed amounts in a lump sum at such time. If, in order to comply with Section 409A of the Code and Treas. Reg. §1.409A-3(f), some or all of the payments described in this Agreement are required to be paid in installments, then such amounts shall be paid in such installments rather than in a lump sum. If any payments or other benefits due to the Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits may be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. To the extent permissible under Section 409A of the Code, each payment hereunder required to be made in installments shall be deemed a series of separate payments, and each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code, be made on the later . References to “termination of (x) the date specified by the foregoing provisions of employment” and similar terms used in this Agreement or (y) the date that is six (6) months after the date of Executive’s are intended to refer to “separation from service (or, if earlier, service” within the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes meaning of Section 409A of the Code to the extent necessary to comply with Section 409A of the Code. In no event shall the Company have any liability to the Executive for any taxes, penalties or interest that may be applied to the payments or benefits provided hereunder because of the application of Section 409A of the Code to such payments or benefits.

Compliance with Section 409A. This It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that Separation Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from, or comply with with, the requirements application of Section 409A of the Internal Revenue Code of 1986, as amended (including the exceptions thereto“Code”) and Treasury Regulations 1.409A-1(b)(4), to 1.409A-1(b)(5) and 1.409A-1(b)(9) (together, with any state law of similar effect, “Section 409A”). However, if the extent Company (or, if applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of successor entity thereto) determines that the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Separation Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a constitute “separation from servicedeferred compensation” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) Section 409A and Executive is determined to be is, on the date of his or her Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (as determined under Treas. Reg. § 1.409A-1(i)a “Specified Employee”), such payment shallthen, solely to the extent necessary to comply with avoid the requirements of Section 409A incurrence of the Codeadverse personal tax consequences under Section 409A, the timing of the Separation Benefits described herein, as applicable, shall be made delayed as follows: on the later earlier to occur of (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six (6) months and one (1) business day after the date of Executive’s separation Separation from service Service, (or, if earlier, ii) the date of Executive’s death, or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation (such earlier date, the “Delayed Initial Payment Date”). Any installment payments Upon the Delayed Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall pay to Executive a lump sum amount equal to the applicable benefit that are Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the benefit had not been so delayed pursuant to the provisions of this section Section 3(c), and any remaining payments due shall be accumulated and paid in a lump sum as otherwise provided herein. No interest shall be due on any amounts so deferred. If the first day Separation Benefits are not covered by one or more exemptions from the application of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) Section 409A and the remaining installment payments shall begin on such date Release could become effective in accordance with the schedule provided calendar year following the calendar year in this Agreementwhich Executive has a Separation from Service, the Release will not be deemed effective any earlier than the Release Date. To the extent permitted by that any provision of this Agreement is ambiguous as to its exemption or compliance with Section 409A, each the provision will be read in such a manner so that all payments hereunder are exempt from Section 409A to the maximum permissible extent. To the extent any payment hereunder under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. With respect to reimbursements or in-kind benefits provided to Executive hereunder (or otherwise) that are not exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of Executive’s taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to be a separate payment provided in any other taxable year, (ii) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for purposes of Section 409A of the Codeanother benefit.

Compliance with Section 409A. This Agreement is intended Notwithstanding anything herein to comply the contrary, (i) if at the time of Executive’s Termination of Employment with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Company Executive incurs is a “separation from servicespecified employee” as defined in Section 409A of the Code, and (b) the effective date deferral of the commencement of any termination payments or resignation benefits otherwise payable hereunder as a result of employment such Termination of Employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s Termination of Employment with the Company (or the earliest date as is permitted under Section 409A of the Code), (ii) any similar termreimbursements provided under the Agreement, including, but not limited to, in Sections 2.c., 8.a.(iii)(C) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement and 13(p), shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar Executive’s taxable year following Executive’s taxable year in which such expense was incurred; in addition, the year such expenses were incurred) and in no event shall (i) the amount of expenses amounts eligible for reimbursement hereunder reimbursement, or in-kind benefits to be provided, during a any one taxable year under this Agreement may not affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is Agreement, (iii) if any other payments of money or other benefits due to a “separation from service” for purposes Executive hereunder could cause the application of the rules an accelerated or additional tax under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, such payments or other benefits shall be made on deferred if deferral will make such payment or other benefits compliant under Section 409A of the later of Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board or any duly authorized committee thereof, that does not cause such an accelerated or additional tax or result in an additional cost to the Company, and (iv) if (x) the date specified by the foregoing provisions of any payment under this Agreement or is subject to Section 409A and is conditioned upon Executive’s signing a release of claims and (y) the date that is six period for Executive to sign the release of claims (6and any applicable period to revoke the release) months after starts in one calendar year and ends in the date of Executive’s separation from service following calendar year, such payment will be made (oror commence) in the second calendar year, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant subject to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule any payment terms provided in this Agreement. To The Company shall consult with Executive in good faith regarding the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A implementation of the Codeprovisions of this Section 13(o); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto.

Compliance with Section 409A. This Agreement is intended to comply with To the requirements of Section 409A of maximum extent permissible by applicable law, the Code (including the exceptions thereto), to the extent applicable, payments and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply benefits payable under this Agreement), this Agreement shall be deemed interpreted to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation exempt from service” as defined in Section 409A of the Code, including, without limitation, the exemptions pursuant to Treasury Regulation Sections 1.409A-1(b)(4) and (b) 1.409A-1(b)(9). To the effective date extent the payments and benefits under this Agreement are subject to Section 409A of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in Code, this Agreement shall be made interpreted, construed and administered in accordance with a manner that satisfies the Company’s policies requirements of Sections 409A(a)(2), (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred3) and in no event shall (i4) of the amount of expenses eligible for reimbursement hereunder during a taxable year affect Code and the expenses eligible for reimbursement in Treasury Regulations thereunder. If the Company and Executive determine that any compensation, benefits or other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit payments that are payable under this Agreement is due and intended to a “separation from service” for purposes comply with Sections 409A(a)(2), (3) and (4) of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) Code do not comply with Section 409A of the Code, the Company and Executive is determined agree to be a “specified employee” (amend this Agreement, or take such other actions as determined under Treas. Reg. § 1.409A-1(i))the Company and Executive deem reasonably necessary or appropriate, such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on while preserving the later economic agreement of (x) the date specified by parties. In the foregoing provisions case of this Agreement any compensation, benefits or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment other payments that are delayed pursuant payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the provisions Code, if any provision of this section the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be accumulated null and paid void with respect to such compensation, benefits or other payments, and such provision shall otherwise remain in a lump sum on the first day of the seventh month following full force and effect. Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining right to receive installment payments of any severance payments or benefits under this Agreement shall begin on such date in accordance with the schedule provided in this Agreementbe treated as a right to receive a series of separate payments, and accordingly, each installment payment shall at all times be considered a separate and distinct payment. To the extent permitted by Section 409A, each payment hereunder shall be deemed any reimbursement of expenses under this Agreement is subject to be a separate payment for purposes of Section 409A of the Code, the reimbursements shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses.

Compliance with Section 409A. This Agreement It is intended that the Non-CIC Severance Benefits and CIC Severance Benefits set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, (including the exceptions thereto“Code”) (Section 409A, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to the extent applicable, 1.409A-1(b)(5) and shall be interpreted and administered accordingly1.409A-1(b)(9). If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A of the Code (or the exemptions intended to apply under this Agreement)including, this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinwithout limitation, for purposes of determining Executive’s entitlement Treasury Regulations 1.409A-2(b)(2)(iii)), your right to the Severance Benefits receive any installment payments under Section 5 hereofthis Agreement (whether severance payments, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination reimbursements or resignation of employment (or any similar termotherwise) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (treated as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be subject to liquidation or exchange for another benefitconsidered a separate and distinct payment. Notwithstanding anything any provision to the contrary hereinin this Agreement, if a payment the Company (or, if applicable, the successor entity thereto) determines that the Non-CIC Severance Benefits or benefit CIC Severance Benefits constitute “deferred compensation” under this Agreement is due to a “separation Section 409A and you are, on the date of your Separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (as determined under Treas. Reg. § 1.409A-1(i)a “Specified Employee”), such payment shallthen, solely to the extent necessary to comply with avoid the requirements incurrence of adverse personal tax consequences under Section 409A 409A, the timing of the Code, Non-CIC Severance Benefits or CIC Severance Benefits shall be made on delayed until the later of earliest of: (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six months and one day after your Separation from Service date, (6ii) months after the date of Executive’s separation from service your death, or (oriii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, if earlier, the date of Executive’s death). Any installment all payments that are delayed or benefits deferred pursuant to the provisions of this section shall be accumulated and paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the first day Non-CIC Severance Benefits or CIC Severance Benefits are not covered by one or more exemptions from the application of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) Section 409A and the remaining installment payments shall begin on such date Release could become effective in accordance the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Non-CIC Severance Benefits and CIC Severance Benefits are intended to qualify for an exemption from application of Section 409A or comply with the schedule provided in this Agreement. To its requirements to the extent permitted by necessary to avoid adverse personal tax consequences under Section 409A, each payment hereunder and any ambiguities herein shall be deemed to be a separate payment for purposes of Section 409A of the Codeinterpreted accordingly.

Compliance with Section 409A. This Agreement It is intended that each installment of the payments and benefits provided for in Articles 2 and 3 is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts set forth in Articles 2 and 3 satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Code (including the exceptions theretotogether, with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the extent Company (or, if applicable, the successor entity thereto) determines that the separation payments and shall be interpreted and administered accordingly. If any provision contained in benefits provided under this Agreement conflicts with (the requirements of “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (or the exemptions intended to apply under this Agreementa “Specified Employee”), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a on his “separation from service” (as defined in under Treasury Regulation Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i1.409A-1(h)), such payment shallthen, solely to the extent necessary to comply with avoid the requirements of Section 409A incurrence of the Codeadverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be made delayed as follows: on the later earlier to occur of (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six months and one day after Executive’s “separation from service” (6as defined under Section 409A) months after or (ii) the date of Executive’s separation from service death (or, if earliersuch earlier date, the date of Executive’s death“Delayed Initial Payment Date”). Any installment payments that are delayed pursuant , the Company (or the successor entity thereto, as applicable) shall (A) pay to the provisions of this section shall be accumulated and paid in Executive a lump sum on amount equal to the first day sum of the seventh month following Executive’s separation from service Agreement Payments that the Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed and (or, if earlier, upon Executive’s deathB) and commence paying the remaining installment payments shall begin on such date balance of the Agreement Payments in accordance with the schedule provided applicable payment schedules set forth in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This In the event that (i) one or more payments of compensation or benefits received or to be received by Employee pursuant to this Agreement is intended (“Agreement Payment”) would constitute deferred compensation subject to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred”) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) Employee is deemed at the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes time of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined such termination of employment to be a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then such Agreement Payment shall not be made or commence until the earlier of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” (as determined such term is at the time defined in Treasury Regulations under Treas. Reg. § 1.409A-1(i))Section 409A of the Code) with the Company or (ii) such earlier time permitted under Section 409A of the Code and the regulations or other authority promulgated thereunder; provided, however, that such payment shall, deferral shall only be effected to the extent necessary required to comply with the requirements of avoid adverse tax treatment to Employee under Section 409A of the Code, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be made liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period in which an Agreement Payment to Employee is deferred pursuant to the foregoing, Employee shall be entitled to interest on the later deferred Agreement Payment at a per annum rate equal to the highest rate of interest applicable to six (x) the date specified 6)-month non-callable certificates of deposit with daily compounding offered by the foregoing provisions following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of this Agreement or (y) the date that is six (6) months after America, on the date of Executive’s such separation from service service. Upon the expiration of the applicable deferral period, any Agreement Payment which would have otherwise been made during that period (or, if earlier, whether in a single sum or in installments) in the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions absence of this section paragraph shall be accumulated and paid to Employee or his or her beneficiary in a one lump sum on the first day of the seventh month following Executive’s separation from service (orsum, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codeincluding all accrued interest.

Compliance with Section 409A. This (a) Notwithstanding any other provision to the contrary, a Termination of Employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” (as such term is intended to comply with defined in Section 409A of the requirements Code and the Treasury Regulations promulgated thereunder) upon or following a Termination of Employment unless such termination is also a “separation from service” from the Employer within the meaning of Section 409A of the Code and Section 1.409A-1(h) of the Treasury Regulations and, for purposes of any such provision of this Agreement, references to a “separation,” “termination,” “termination of employment” or like terms shall mean “separation from service. It is intended that (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in i) each payment or installment of payments provided under this Agreement conflicts with the requirements is a separate “payment” for purposes of Section 409A of the Code and (or ii) that the payments satisfy, to the greatest extent possible, the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with from the requirements application of Section 409A of the Code Code, including those provided under Treasury Regulations 1.409A-1(b)(4) (or applicable exemptions theretoregarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two (2) year exception) and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary herein, for purposes if (i) on the date of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary hereinterm is defined under Treasury Regulation 1.409A-1(h)), if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined deemed to be a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company, as determined under Treas. Reg. § 1.409A-1(i))in accordance with the Company’s “specified employee” determination procedures, such payment shall, and (ii) any payments to be provided to the extent necessary Executive pursuant to comply with this Agreement which constitute “deferred compensation” for purposes of Section 409A and are or may become subject to the requirements additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the CodeCode if provided at the time otherwise required under this Agreement, then such payments shall be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) delayed until the date that is six (6) months after the date of Executive’s “separation from service service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if earliersooner, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section Section 13(a) shall be accumulated and paid made in a lump sum on the first day of the seventh month following Executive’s “separation from service service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if earliersooner, upon the date of Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement is and the amounts payable and other benefits provided under this Agreement are intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto)with, to the extent applicableor otherwise be exempt from, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, after giving effect to the exemptions in Treasury Regulation Section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and (b) construed in a manner consistent with Section 409A of the effective date Code. If any provision of any termination this Agreement is found not to comply with, or resignation otherwise not be exempt from, the provisions of employment (Section 409A of the Code, it shall be modified and given effect, in the sole discretion of the Compensation Committee and without requiring the Executive’s consent, in such manner as the Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code; provided, however, that in exercising its discretion under this Section 10, the Compensation Committee shall modify this Agreement or any similar term) shall be amount payable or other benefits provided under this Agreement, in the effective date of Executive’s separation from serviceleast restrictive manner necessary. Reimbursement of If this Agreement or any expenses amount payable or other benefit provided for in under this Agreement shall be deemed not to comply with Section 409A of the Code or any related regulations or other guidance, then neither the Company, any Affiliate, the Compensation Committee or any of their designees or agents shall be liable to the Executive or other person for actions, decisions or determinations made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefitgood faith. Notwithstanding anything to the contrary herein, if If a payment or benefit obligation under this Agreement is due arises on account of the Executive’s termination of employment and such payment or benefit obligation constitutes “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to a the exemptions in Treasury Regulation Section 1.409A-1(b)(3) through (b)(12)), it shall be payable only after the Executive’s “separation from service” for purposes of (as defined in Treasury Regulation Section 1.409A-1(h)); provided, however, that if the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § defined in Treasury Regulation Section 1.409A-1(i)), any payment that is scheduled to be paid within six (6) months after such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, “separation from service” shall accrue without interest and shall be made paid on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s such “separation from service (service” or, if earlierin the case of a payment or benefit obligation payable in installments, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following beginning after the date of the Executive’s “separation from service (service” or, if earlier, upon within fifteen days after the Executive’s death) death (and the remaining installment payments payment on the first day of the seventh month beginning after the date of the Executive’s “separation from service” shall begin on include any installments that would have been paid during such date in accordance with period after the schedule “separation from service” if the Executive was not a “specified employee.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive as provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder such reimbursement of expenses or provision of in-kind benefits shall be deemed subject to be a separate payment the following limitations: (i) the expenses eligible for purposes reimbursement or the amount of in-kind benefits provided in one (1) 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 arrangements providing for the reimbursement of expenses referred to in Section 409A 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement and in no event later than the end of the year in which such expense was incurred and (iii) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. This The parties to this Agreement is intended intend that the Agreement complies with Section 409A of the Code, where applicable, and this Agreement will be interpreted in a manner consistent with that intention. Notwithstanding any other provisions of this Agreement to comply the contrary, and solely to the extent necessary for compliance with Section 409A of the requirements Code, if as of the date of Executive’s “separation from service” (within the meaning of Section 409A of the Code and the applicable regulations) from ERGO, (i) Executive is deemed to be a “specified employee” (within the meaning of Section 409A of the Code), and (ii) ERGO or any member of a controlled group including ERGO is publicly traded on an established securities market or otherwise, no payment or other distribution required to be made to Executive hereunder (including any payment of cash, any transfer of property and any provision of taxable benefits) solely as a result of Executive’s separation from service will be made earlier than the exceptions theretofirst day of the seventh month following the date on which the Executive separates from service with ERGO, or if earlier within thirty (30) days of the Executive’s date of death following the date of such separation. Notwithstanding the foregoing, this provision will not apply to (a) all payments on separation from service that satisfy the short-term deferral rule of Treas. Reg. §1.409A-1(b)(4), (b) to the extent applicableportion of the payments on separation from service that satisfy the requirements for separation pay due to an involuntary separation from service under Treas. Reg. §1.409A-1(b)(9)(iii), and shall (c) to any payments that are otherwise exempt from the six month delay requirement of the Treasury Regulations under Code Section 409A. Notwithstanding anything to the contrary herein, a termination of employment will not be interpreted and administered accordingly. If deemed to have occurred for purposes of any provision contained in of this Agreement conflicts with providing for the requirements payment of 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 of the Code (or the exemptions intended to apply under and, for purposes of any such provision of this Agreement), this Agreement shall be deemed references to be reformed to comply with the requirements a “resignation,” “termination,” “termination of employment,” or like terms will mean a separation from service. For purposes of Section 409A of the Code (or applicable exemptions thereto)Code, each payment made under this Agreement will be designated as a “separate payment” within the meaning of the Section 409A of the Code. Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement except to the Severance Benefits under Section 5 hereofextent any expense, (a) Executive’s employment shall reimbursement or in-kind benefit provided pursuant to this Agreement does not be deemed to have terminated unless and until Executive incurs constitute a “separation from servicedeferral of compensation” as defined in within the meaning of Section 409A of the Code, and : (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (ix) the amount of expenses eligible for reimbursement hereunder or in-kind benefits provided to Executive during a taxable any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other taxable calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed will be made on or before the last day of the calendar year or following the calendar year in which the applicable expense is incurred, and (iiz) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codeany other benefit.

Compliance with Section 409A. This Agreement is intended Notwithstanding anything herein to comply the contrary, (i) if at the time of Executive’s Termination of Employment with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Company Executive incurs is a “separation from servicespecified employee” as defined in Section 409A of the Code, and (b) the effective date deferral of the commencement of any termination payments or resignation benefits otherwise payable hereunder as a result of employment such Termination of Employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s Termination of Employment with the Company (or the earliest date as is permitted under Section 409A of the Code), (ii) any similar termreimbursements provided under the Agreement, including, but not limited to, in Sections 8.a.(iii)(c) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement and 13(p), shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar Executive’s taxable year following Executive’s taxable year in which such expense was incurred; in addition, the year such expenses were incurred) and in no event shall (i) the amount of expenses amounts eligible for reimbursement hereunder reimbursement, or in-kind benefits to be provided, during a any one taxable year under this Agreement may not affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is Agreement, and (iii) if any other payments of money or other benefits due to a “separation from service” for purposes Executive hereunder could cause the application of the rules an accelerated or additional tax under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement such payments or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section other benefits shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, deferred if earlier, upon Executive’s death) and the remaining installment payments shall begin on deferral will make such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board or any duly authorized committee thereof, that does not cause such an accelerated or additional tax or result in an additional cost to the Company. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 13(o); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto.

Compliance with Section 409A. This It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code “Code”) (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (btogether, with any state law of similar effect, “Section 409A”) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurredunder Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit1.409A-1(b)(9). Notwithstanding anything to the contrary hereinHowever, if a payment or benefit the Company (or, if applicable, the successor entity thereto) determines that the severance payments and benefits provided under this Agreement is due to a (the “separation from serviceAgreement Payments”) constitute “deferred compensation” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) Section 409A and Executive is determined to be is, on the date of his or her Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (as determined under Treas. Reg. § 1.409A-1(i)a “Specified Employee”), such payment shallthen, solely to the extent necessary to comply with avoid the requirements of Section 409A incurrence of the Codeadverse personal tax consequences under Section 409A, the timing of the Covered Separation Benefit described in Section 2(a)(i) or 2(b)(i), as applicable, shall be made delayed as follows: on the later earlier to occur of (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six months and one day after Executive’s Separation from Service or (6ii) months after the date of Executive’s separation from service death (or, if earliersuch earlier date, the date “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall pay to Executive a lump sum amount equal to the applicable benefit that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of Executive’s death). Any installment payments that are the payment of the benefit had not been so delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code3(c).

Compliance with Section 409A. This Agreement is intended to comply with Section 409A of the requirements Code and will be so interpreted. Furthermore, it is intended that each payment or installment of payments provided under this Agreement is a separate “payment” for purposes of Section 409A of the Code (including the exceptions thereto)Code, and that each such payment satisfies, to the greatest extent applicablepossible, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with an exemption from the requirements application of Section 409A of the Code Code, including those provided under Treasury Regulations 1.409A-1(b)(4) (or the exemptions intended to apply under this Agreementregarding short-term deferrals), this Agreement shall be deemed to be reformed to comply with 1.409A-1(b)(9)(iii) (regarding the requirements of Section 409A of the Code two-times, two year severance exception), and 1.409A-1(b)(9)(v) (or applicable exemptions theretoregarding reimbursements and other separation pay). Notwithstanding anything herein to the contrary hereincontrary, for purposes (i) if at the time of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s termination of employment shall not be deemed to have terminated unless and until hereunder Executive incurs is a “separation from servicespecified employee” as defined in Section 409A of the Code, and (b) the effective date deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination or resignation of employment (or any similar term) shall be is necessary in order to prevent the effective date of Executive’s separation from service. Reimbursement imposition of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year accelerated or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit additional tax under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on then the later Company will defer the commencement of the payment of any such payments or benefits hereunder (xwithout any reduction in such payments or benefits ultimately paid or provided to Executive) the date specified by the foregoing provisions of this Agreement or (y) until the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance termination of employment with the schedule provided in this Agreement. To Company (or the extent earliest date as is permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, the parties agree to restructure the payments or benefits to comply with Section 409A of the Code in a manner which does not diminish the value of such payments and benefits to the Executive.

Compliance with Section 409A. This It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (btogether, with any state law of similar effect, “Section 409A”) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurredunder Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit1.409A-1(b)(9). Notwithstanding anything to the contrary hereinHowever, if a payment or benefit the Company (or, if applicable, the successor entity thereto) determines that the payments and benefits provided under this Agreement is due to a (the “separation from serviceAgreement Payments”) constitute “deferred compensation” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) Section 409A and Executive is determined to be is, on the termination of his employment, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (as determined under Treas. Reg. § 1.409A-1(i)a “Specified Employee”), such payment shallthen, solely to the extent necessary to comply with avoid the requirements of Section 409A incurrence of the Codeadverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be made delayed as follows: on the later earlier to occur of (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six months and one day after Executive’s separation from service or (6ii) months after the date of Executive’s separation from service death (or, if earliersuch earlier date, the date “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of Executive’s death). Any installment payments the Agreement Payments that are Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 3.09(g) and (B) commence paying the provisions of this section shall be accumulated and paid in a lump sum on the first day balance of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date Agreement Payments in accordance with the schedule provided applicable payment schedules set forth in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This The parties to this Agreement is intended intend that the Agreement complies with Section 409A of the Code, where applicable, and this Agreement will be interpreted in a manner consistent with that intention. Notwithstanding any other provisions of this Agreement to comply the contrary, and solely to the extent necessary for compliance with Section 409A of the requirements Code, if as of the date of Executive’s “separation from service” (within the meaning of Section 409A of the Code and the applicable regulations) from TMP, (i) Executive is deemed to be a “specified employee” (within the meaning of Section 409A of the Code), and (ii) TMP or any member of a controlled group including TMP is publicly traded on an established securities market or otherwise, no payment or other distribution required to be made to Executive hereunder (including any payment of cash, any transfer of property and any provision of taxable benefits) solely as a result of Executive’s separation from service will be made earlier than the exceptions theretofirst day of the seventh month following the date on which the Executive separates from service with TMP, or if earlier within thirty (30) days of the Executive’s date of death following the date of such separation. Notwithstanding the foregoing, this provision will not apply to (a) all payments on separation from service that satisfy the short-term deferral rule of Treas. Reg. §1.409A-1(b)(4), (b) to the extent applicableportion of the payments on separation from service that satisfy the requirements for separation pay due to an involuntary separation from service under Treas. Reg. §1.409A-1(b)(9)(iii), and shall (c) to any payments that are otherwise exempt from the six month delay requirement of the Treasury Regulations under Code Section 409A. Notwithstanding anything to the contrary herein, a termination of employment will not be interpreted and administered accordingly. If deemed to have occurred for purposes of any provision contained in of this Agreement conflicts with providing for the requirements payment of 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 of the Code (or the exemptions intended to apply under and, for purposes of any such provision of this Agreement), this Agreement shall be deemed references to be reformed to comply with the requirements a “resignation,” “termination,” “termination of employment,” or like terms will mean a separation from service. For purposes of Section 409A of the Code (or applicable exemptions thereto)Code, each payment made under this Agreement will be designated as a “separate payment” within the meaning of the Section 409A of the Code. Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement except to the Severance Benefits under Section 5 hereofextent any expense, (a) Executive’s employment shall reimbursement or in-kind benefit provided pursuant to this Agreement does not be deemed to have terminated unless and until Executive incurs constitute a “separation from servicedeferral of compensation” as defined in within the meaning of Section 409A of the Code, and : (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (ix) the amount of expenses eligible for reimbursement hereunder or in-kind benefits provided to Executive during a taxable any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other taxable calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed will be made on or before the last day of the calendar year or following the calendar year in which the applicable expense is incurred, and (iiz) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codeany other benefit.

Compliance with Section 409A. This Agreement is intended to comply with with, or be exempt from, the requirements of Section 409A of the Code and the regulations promulgated thereunder (including together, “Section 409A”). Accordingly, all provisions herein shall be construed and interpreted to comply with, or to be exempt from, Section 409A. This Agreement may be amended at any time by the exceptions thereto)Company, without the consent of the Participant, to avoid the extent applicableapplication of Section 409A in a particular circumstance or that is necessary or desirable to satisfy any of the requirements under Section 409A, and but the Company shall not be interpreted and administered accordinglyunder any obligation to make any such amendment. If any provision contained Nothing in this Agreement conflicts with shall provide a basis for any person to take action against the requirements Company or any of its Subsidiaries or Affiliates based on matters covered by Section 409A 409A, including the tax treatment of the Code (any amount paid or the exemptions intended to apply Performance Shares granted under this Agreement), and neither the Company nor any of its Subsidiaries or Affiliates shall under any circumstances have any liability to Participant or his or her estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Agreement shall be deemed to be reformed to comply with the requirements of Agreement, including taxes, penalties or interest imposed under Section 409A of the Code (or applicable exemptions thereto). 409A. Notwithstanding anything any provision to the contrary hereinin this Agreement, for purposes if shares of determining ExecutiveCommon Stock or other amounts become issuable or distributable under this Agreement by reason of the Participant’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service,” as defined in within the meaning of Section 409A of the Code409A, and (b) the effective date Participant is a “specified employee,” within the meaning of any termination or resignation Section 409A, at the time of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service,” for purposes the shares of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to Common Stock shall not be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, issued or distributed to the extent necessary Participant prior to comply with the requirements of Section 409A of the Code, be made on the later earlier of (xi) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh (7th) month following Executivethe date of the Participant’s separation Separation from service Service or (orii) the date of the Participant’s death, if earliersuch delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i). Upon the expiration of the applicable Section 409A(a)(2)(B)(i) deferral period, upon Executive’s death) and any shares of Common Stock underlying the remaining installment payments shall begin on such date in accordance with the schedule provided in Performance Shares issued pursuant to this Agreement. To , the extent permitted by delivery of which is deferred pursuant to this Section 409A11, each payment hereunder shall be deemed issued or distributed (without interest) to be a separate payment for purposes of Section 409A of the CodeParticipant.

Compliance with Section 409A. This Agreement It is intended that the Severance Benefits and Accelerated Vesting set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Code (including the exceptions theretoSection 409A, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to the extent applicable, 1.409A-1(b)(5) and shall be interpreted and administered accordingly1.409A-1(b)(9). If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A of the Code (or the exemptions intended to apply under this Agreement)including, this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinwithout limitation, for purposes of determining ExecutiveTreasury Regulations 1.409A-2(b)(2)(iii)), Employee’s entitlement right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits or Accelerated Vesting constitute “deferred compensation” under Section 5 hereof409A and Employee is, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of on the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of ExecutiveEmployee’s separation Separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary hereinService, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (of the Company or any successor entity thereto, as determined under Treas. Reg. § 1.409A-1(i))such term is defined in Section 409A(a)(2)(B)(i) of the Code, such payment shallthen, solely to the extent necessary to comply with avoid the requirements incurrence of adverse personal tax consequences under Section 409A 409A, the timing of the Code, Severance Benefits and Accelerated Vesting shall be made on delayed until the later of earliest of: (x) the date specified by the foregoing provisions of this Agreement or (ya) the date that is six (6) months and one (1) day after Employee’s Separation from Service date, (b) the date of Executive’s separation from service (or, if earlier, the date of ExecutiveEmployee’s death), or (c) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Any installment Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments that are delayed or benefits deferred pursuant to the provisions of this section Section 10 shall be accumulated and paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. The Severance Benefits and Accelerated Vesting are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the first day extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Any reimbursement of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments expenses or in-kind benefits payable under this Agreement shall begin on such date be made in accordance with the schedule provided in this Agreement. To the extent permitted by Treasury Regulation Section 409A, each payment hereunder 1.409A-3(i)(1)(iv) and shall be deemed paid on or before the last day of Employee’s taxable year following the taxable year in which Employee incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Employee, and Employee’s right to reimbursement for such amounts shall not be a separate payment subject to liquidation or exchange for purposes of Section 409A of the Codeany other benefit.

Compliance with Section 409A. This Agreement is intended to comply with the requirements All provisions of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under the Internal Revenue Code of 1986 (“Code”) Section 409A (“Section 409A”). By way of example, and not limitation, it is the intent of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to parties that the Severance Benefits under Section 5 hereofPayment, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a including each payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day series of the seventh month following Executive’s separation from service (orinstallment payments, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed is intended to be a separate payment for purposes of Treas. Reg. §1.409A-2(b), and is intended to be either: (i) exempt from Section 409A, including, but not limited to, by compliance with the short-term deferral exemption as specified in Treas. Reg. § 1.409A-1(b)(4) and the involuntary separation pay exception within the meaning of Treas. Reg. § 1.409A-1(b)(9)(iii), or (ii) in compliance with Section 409A, including, but not limited to, being paid pursuant to a fixed schedule or specified date pursuant to Treas. Reg. §1.409A-3(a) and the provisions of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing, if any payment would be subject to additional taxes and interest under Section 409A because the timing of such payment is not delayed as provided in Code Section 409A(a)(2)(B)(i), and Employee constitutes a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), then any such payments that Employee would otherwise be entitled to during the first six months following Employee’s “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) shall be accumulated and paid on the date that is six months after Employee’s separation from service (or if such payment date does not fall on a business day of the CodeCompany, the next following business day of the Company), or such earlier date upon which such amount can be paid under Section 409A without being subject to such additional taxes and interest. In no event shall the Company be liable to Employee for any tax, penalty, or interest levied on Employee as a result of the application of Code Section 409A to any payments or benefits provided to Employee by the Company.

Compliance with Section 409A. This The payments and entitlements provided for under this Agreement is are intended to comply with qualify for the requirements of short-term deferral exception to Section 409A of the Code (including as described in Treasury Regulation Section 1.409A-1(b)(4) to the exceptions thereto)maximum extent possible, and to the extent applicablethey do not so qualify, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with they are intended to qualify for the requirements of involuntary separation pay plan exception to Section 409A of the Code (or as described in Treasury Regulation Section 1.409A-1(b)(9)(iii) to the exemptions intended maximum extent possible. The amounts paid pursuant to apply under this Agreement), this Agreement shall be deemed to be reformed to comply paid, consistent with Treasury Regulation Section 1.409A-1(b)(9)(iii)(B), no later than the requirements of Section 409A last day of the Code second taxable year of the Executive following the taxable year of the Executive in which the “separation from service” (or applicable exemptions thereto)as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein) occurs. For these purposes each payment described herein shall be considered a separate payment. Notwithstanding anything to the contrary hereinin this Agreement, if any payment or entitlement provided for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs in this Agreement constitutes a “separation from servicedeferral of compensation” (as such term is defined in Section 409A of the Code) (e.g., because such payment would be in excess of the payments described in the immediately preceding paragraph) within the meaning of Section 409A of the Code and (bcannot be paid or provided in the manner provided herein without subjecting Executive to additional tax, interest or penalties under Section 409A of the Code as a result of the operation of Section 409A(a)(2)(B)(i) of the effective date Code or Treasury Regulation Section 1.409A-3(i)(2), then any such payment and/or entitlement which would, but for the operation of any termination or resignation of employment (or any similar term) shall this Section 7(d), be payable during the effective date of first six months following Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid or provided to Executive instead in a lump sum on the first day of the seventh month following the date of the Executive’s “separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in service.” For purposes of this Agreement. To the extent permitted by Section 409A, each payment hereunder all references to “termination of employment” and correlative phrases shall be deemed construed to be require a separate payment for purposes of “separation from service” (as defined in Section 409A 1.409A-1(h) of the CodeTreasury regulations after giving effect to the presumptions contained therein).

Compliance with Section 409A. This Each payment or reimbursement and the provision of each benefit under this Agreement shall be considered to be a separate payment and not one of a series of payments for purposes of Section 409A. To the extent applicable, it is intended to that this Agreement comply with the requirements provisions of Section 409A so that the income inclusion provisions of Section 409A(a)(1) do not apply to Employee. This Agreement shall be administered in a manner consistent with this intent. Reference to Section 409A is to Section 409A of the Internal Revenue Code (including the exceptions thereto)of 1986, to the extent applicableas amended, and shall be interpreted and administered accordingly. If will also include any provision contained in this Agreement conflicts regulations, or any other formal guidance, promulgated with respect to such Section by the requirements of Section 409A U.S. Department of the Code (Treasury or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto)Internal Revenue Service. Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment The Company shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided reimburse Employee for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during any tax liability incurred by Employee under Section 409A. Employee acknowledges that he has had a taxable year affect reasonable opportunity to consult with independent legal, tax or other counsel in connection with Section 409A. To the expenses eligible for reimbursement in extent that any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit amounts payable under this Agreement is due to constitute a “separation deferral of compensation” subject to Section 409A and if, at the date of his Separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive Service, Employee is determined to be a “specified employee,” (within the meaning of Section 409A, of the Company as determined under Treas. Reg. § 1.409A-1(i))by the Company from time to time, then each such payment shall, that would otherwise be payable to Employee within the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after month period following Employee’s Separation from Service shall be deferred until the date earlier of Executive(a) the first day of the seventh month following Employee’s separation Separation from service Service with the Company, or (or, if earlier, the date of Executiveb) Employee’s death). Any installment payments that are or benefits delayed pursuant to as a result of the provisions of this section preceding sentence shall be accumulated and paid in a lump sum on sum, without interest, as soon as practicable after the first day of the seventh month following ExecutiveEmployee’s separation Separation from service (or, if earlier, upon ExecutiveService or Employee’s earlier death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement It is intended that the Severance and Accelerated Vesting set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, (including the exceptions thereto“Code”) (Section 409A, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-l(b)(4), to the extent applicable, 1.409A-l(b)(5) and shall be interpreted and administered accordingly1.409A-l(b)(9). If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations 1.409A- 2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance or Accelerated Vesting constitute “deferred compensation” under Section 409A and you are, on the date of your Qualifying Termination, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of adverse personal tax consequences under Section 409A, the timing of the Severance and Accelerated Vesting shall be delayed until the earliest of: (i) the date that is six (6) months and one (1) day after the date of your Qualifying Termination, (ii) the date of your death, or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments or benefits deferred pursuant to this Section shall be paid in a lump sum or provided in full by the Company (or the exemptions intended to apply under this Agreementsuccessor entity thereto, as applicable), this Agreement and any remaining payments due shall be deemed to paid as otherwise provided herein. No interest shall be reformed to comply with due on any amounts so deferred. If the requirements Severance and Accelerated Vesting benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Qualifying Termination, the Release will not be deemed effective any earlier than the Release Deadline. The Severance and Accelerated Vesting benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the Code (or applicable exemptions thereto)extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under extent required to comply with Section 5 hereof409A, (a) Executive’s a termination of employment shall not be deemed to have terminated occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless and until Executive incurs such termination is also a “separation from service” as defined in within the meaning of Section 409A of the Code, and (b) the effective date of any termination 409A. With respect to reimbursements or resignation of employment in-kind benefits provided to you hereunder (or any similar termotherwise) that are not exempt from Section 409A, the following rules shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall apply: (i) the amount of expenses eligible for reimbursement hereunder reimbursement, or in-kind benefits provided, during a any one of your taxable year years shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefit to be provided in any other taxable year or year, (ii) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary hereinXxxxxxx Xxxxxxx February 9, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.2021

Compliance with Section 409A. This Notwithstanding any provision in this Agreement is intended to comply with the requirements contrary, if the payment of any compensation or benefit provided hereunder (including, without limitation, any Separation Benefits) would be subject to additional taxes and interest under Section 409A of the Code then the following provisions will apply: Notwithstanding any provision in this Agreement to the contrary, to the maximum extent permitted by applicable law, the Separation Benefits payable to Employee pursuant to this agreement shall be made in reliance upon Treasury Regulation Section 1.409A 1(b)(9)(iii) or 1.409A-1(b)(4). However, if Employee is deemed to be a "specified employee" within the meaning of Treasury Regulation Section 1.409A -1(i) as of the date of the Employee's separation from service (including within the exceptions theretomeaning of Treas. Reg. Section 1.409A-1(h)), then any payment or benefit pursuant to this Employment Agreement on account of Employee's separation from service, to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of such payment constitutes non-qualified deferred compensation subject to Section 409A and is required to be delayed pursuant to Section 409A(a)(2)(B)(i) of the Code (or the exemptions intended after taking into account any exclusions applicable to apply such payment under this AgreementSection 409A), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and made until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall first business day after (i) the amount expiration of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after from the date of Executive’s Employee's separation from service service, or (or, ii) if earlier, the date of Executive’s deathEmployee's death (the "Delay Period"). Any installment Upon the expiration of the Delay Period, all payments that are and benefits delayed pursuant to this Employment Agreement (whether they would have otherwise been payable in a single sum or in installments in the provisions absence of this section shall such delay), will be accumulated and paid or reimbursed to Employee in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the any remaining installment payments shall begin on such date and benefits due under this Employment Agreement will be paid or provided in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each normal payment hereunder shall be deemed to be a separate payment dates specified for purposes of Section 409A of the Codethem herein.

Compliance with Section 409A. This Agreement is intended Notwithstanding anything herein to comply the contrary, (i) if at the time of Executive's termination of employment with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Company Executive incurs is a “separation from service” "specified employee" as defined in Section 409A of the Code, and (b) the effective date deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination or resignation of employment (is necessary in order to prevent any accelerated or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit additional tax under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on then the later Company will defer the commencement of the payment of any such payments or benefits hereunder (xwithout any reduction in such payments or benefits ultimately paid or provided to Executive) the date specified by the foregoing provisions of this Agreement or (y) until the date that is six (6) months after following Executive's termination of employment with the Company (or the earliest date as is permitted under Section 409A of Executive’s separation from service the Code) and (orii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if earlierdeferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the date of Executive’s death)extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. Any installment In the event that payments that under this Agreement are delayed deferred pursuant to this Section 13(m) in order to prevent any accelerated tax or additional tax under Section 409A of the provisions Code, then such payments shall be paid at the time specified under this Section 13(m) without any interest thereon. The Company shall consult with Executive in good faith regarding the implementation of this section Section 13(m); provided that neither the Company nor any of its employees or representatives shall be accumulated and paid in have any liability to Executive with respect thereto. Notwithstanding anything to the contrary herein, a lump sum on the first day termination of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments employment shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall not be deemed to be have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a separate payment termination of employment unless such termination is also a "Separation from Service" within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a "resignation," "termination," "termination of employment," or like terms shall mean Separation from Service. For purposes of Section 409A of the Code, each payment made under this Agreement shall be designated as a "separate payment" within the meaning of the Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a "deferral of compensation" within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Compliance with Section 409A. This Agreement It is intended that the Severance Benefits set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, (including the exceptions thereto“Code”) (Section 409A, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to the extent applicable, 1.409A-1(b)(5) and shall be interpreted and administered accordingly1.409A-1(b)(9). If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A of the Code (or the exemptions intended to apply under this Agreement)including, this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinwithout limitation, for purposes of determining Executive’s entitlement Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits constitute “deferred compensation” under Section 5 hereof409A and you are, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of on the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation your Separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary hereinService, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (as determined under Treas. Reg. § 1.409A-1(i)a “Specified Employee”), such payment shallthen, solely to the extent necessary to comply with avoid the requirements incurrence of adverse personal tax consequences under Section 409A 409A, the timing of the Code, Severance Benefits shall be made on delayed until the later of earliest of: (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six (6) months and one (1) day after your Separation from Service date, (ii) the date of Executive’s separation from service your death, or (oriii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, if earlier, the date of Executive’s death). Any installment all payments that are delayed or benefits deferred pursuant to the provisions of this section Section 15 shall be accumulated and paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the first day Severance Benefits are not covered by one or more exemptions from the application of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) Section 409A and the remaining installment payments shall begin on such date Release could become effective in accordance the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance Benefits are intended to qualify for an exemption from application of Section 409A or comply with the schedule provided in this Agreement. To its requirements to the extent permitted by necessary to avoid adverse personal tax consequences under Section 409A, each payment hereunder and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of employment shall not be deemed to be a separate payment have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A 409A. With respect to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are not exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the Codeexpenses eligible for reimbursement, or in-kind benefit to be provided in any other taxable year, (ii) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. This Agreement It is intended that the Severance Benefits set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Code (including the exceptions theretoSection 409A, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to the extent applicable, 1.409A-1(b)(5) and shall be interpreted and administered accordingly1.409A-1(b)(9). If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A of the Code (or the exemptions intended to apply under this Agreement)including, this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinwithout limitation, for purposes of determining ExecutiveTreasury Regulations 1.409A-2(b)(2)(iii)), Employee’s entitlement right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits constitute “deferred compensation” under Section 5 hereof409A and Employee is, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of on the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of ExecutiveEmployee’s separation Separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary hereinService, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (of the Company or any successor entity thereto, as determined under Treas. Reg. § 1.409A-1(i))such term is defined in Section 409A(a)(2)(B)(i) of the Code, such payment shallthen, solely to the extent necessary to comply with avoid the requirements incurrence of adverse personal tax consequences under Section 409A 409A, the timing of the Code, Severance Benefits shall be made on delayed until the later of earliest of: (x) the date specified by the foregoing provisions of this Agreement or (ya) the date that is six (6) months and one (1) day after Employee’s Separation from Service date, (c) the date of Executive’s separation from service (or, if earlier, the date of ExecutiveEmployee’s death), or (c) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Any installment Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments that are delayed or benefits deferred pursuant to the provisions of this section Section 10 shall be accumulated and paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. The Severance Benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the first day extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Any reimbursement of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments expenses or in-kind benefits payable under this Agreement shall begin on such date be made in accordance with the schedule provided in this Agreement. To the extent permitted by Treasury Regulation Section 409A, each payment hereunder 1.409A-3(i)(1)(iv) and shall be deemed paid on or before the last day of Employee’s taxable year following the taxable year in which Employee incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Employee, and Employee’s right to reimbursement for such amounts shall not be a separate payment subject to liquidation or exchange for purposes of Section 409A of the Codeany other benefit.

Compliance with Section 409A. This All payments and benefits under this Agreement is are intended to comply with be excluded from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (including the exceptions theretohereinafter collectively referred to as “Section 409A”), to the extent applicable, and shall or be interpreted and administered accordingly. If any provision contained payable in this Agreement conflicts compliance with the requirements of Section 409A 409A, as applicable, and, to the extent that the provisions of the Code (or the exemptions intended to apply under this Agreement), this Agreement are subject to Section 409A, they shall be deemed to be reformed construed and interpreted to comply with the requirements Section 409A and any payments will be made in a manner which is not in violation of Section 409A 409A. Without limiting the generality of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinforegoing, for purposes of determining Executive’s entitlement to this Agreement (including paragraph 6 hereof), the Severance Benefits under Section 5 hereof, (a) Executive’s employment Executive shall not be deemed considered to have terminated unless and until Executive incurs a termination of employment only if such termination is a “separation from service” as defined in within the meaning of Section 409A of 409A. If the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (within the meaning of Section 409A and one or more of the payments to be received by the Executive pursuant to this Agreement would be considered deferred compensation subject to Section 409A, then, except as determined may otherwise be permitted under TreasSection 409A, no such payment will be made before six months after the Executive’s termination of employment. Reg. § 1.409A-1(i))In the event that any payment is subject to the foregoing delay, such payment shall, to which the extent necessary to comply with Executive would otherwise be entitled during the requirements of Section 409A period of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall such delay will be accumulated and paid on the first business day following the expiration of such delay. Furthermore, in a lump sum the event that any payment is subject to the foregoing delay, then the Corporation shall, at its sole expense, (i) establish an irrevocable grantor trust in the form prescribed by Revenue Procedure 92-64 (the “Trust”) and contribute the amount of such payment to the Trust within 60 days after the Executive’s termination of employment, and (ii) direct the trustee of the Trust to pay such amount, together with the earnings of the Trust, less applicable withholding and payroll deductions, to the Executive on the first day following the expiration of such delay (subject only to the seventh month following Executivelimitations with respect to the Corporation’s separation from service (orinsolvency, if earlierany, upon Executive’s death) and as prescribed under the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the CodeTrust).

Compliance with Section 409A. This In the event that (i) one or more payments of compensation or benefits received or to be received by Executive pursuant to this Agreement is intended (“Agreement Payment”) would constitute deferred compensation subject to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred”) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined deemed at the time of such termination of employment to be a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then such Payment shall not be made or commence until the earlier of (i) the expiration of the six (6)-month period measured from the date of Executive’s “separation from service” (as determined such term is at the time defined in Treasury Regulations under Treas. Reg. § 1.409A-1(i))Section 409A of the Code) with the Company or (ii) such earlier time permitted under Section 409A of the Code and the regulations or other authority promulgated thereunder; provided, however, that such payment shall, deferral shall only be effected to the extent necessary required to comply with the requirements of avoid adverse tax treatment to Executive under Section 409A of the Code, including (without limitation) the additional twenty percent (20%) tax for which Executive would otherwise be made liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period in which an Agreement Payment to Executive is deferred pursuant to the foregoing, Executive shall be entitled to interest on the later deferred Agreement Payment at a per annum rate equal to the highest rate of interest applicable to six (x) the date specified 6)-month non-callable certificates of deposit with daily compounding offered by the foregoing provisions following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of this Agreement or (y) the date that is six (6) months after America, on the date of Executive’s such separation from service service. Upon the expiration of the applicable deferral period, any Agreement Payment which would have otherwise been made during that period (or, if earlier, whether in a single sum or in installments) in the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions absence of this section paragraph shall be accumulated and paid to Executive or his beneficiary in a one lump sum on the first day of the seventh month following Executive’s separation from service (orsum, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codeincluding all accrued interest.

Compliance with Section 409A. This All severance payments to be made upon a termination of employment under this Agreement is intended to comply with may be made only upon a “separation of service” within the requirements meaning of Section 409A of the Code (including and the exceptions thereto), to the extent applicable, Department of Treasury regulations and shall be interpreted and administered accordinglyother guidance promulgated thereunder. If Notwithstanding any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinin this Agreement, for purposes if Employee is deemed by the Company at the time of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of ExecutiveEmployee’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined service to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(ifor purposes of Code Section 409A(a)(2)(B)(i)), such payment shall, to the extent necessary delayed commencement of any portion of the benefits to comply which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i). such portion of Employee’s benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s “separation from service” with the requirements of Section 409A of the Code, be made on the later of Company or (xii) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of ExecutiveEmployee’s death). Any installment Upon the first business day following the expiration of the applicable Code Section 409A(a)(2){B)(i) period, all payments that are delayed deferred pursuant to the provisions of this section Section 9.14 shall be accumulated and paid in a lump sum on to Employee, and any remaining payments due under the first day Agreement shall be paid as otherwise provided herein. For purposes of the seventh month following ExecutiveCode Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Employee’s separation from service (or, if earlier, upon Executive’s death) and the remaining right to receive installment payments under this Agreement shall begin on such date in accordance with the schedule provided in this Agreementbe treated as a right to receive a series of separate payments and. To the extent permitted by Section 409Aaccordingly, each installment payment hereunder shall at all times be deemed to be considered a separate payment for purposes and distinct payment. It is intended that all of the severance payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under of Treasury Regulation 1.409A- 1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the Codegreatest extent possible as consistent with those provisions.”

Compliance with Section 409A. This All payments and benefits under this Agreement is are intended to comply with be excluded from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (including the exceptions theretohereinafter collectively referred to as “Section 409A”), to the extent applicable, and shall or be interpreted and administered accordingly. If any provision contained payable in this Agreement conflicts compliance with the requirements of Section 409A 409A, as applicable, and, to the extent that the provisions of the Code (or the exemptions intended to apply under this Agreement), this Agreement are subject to Section 409A, they shall be deemed to be reformed construed and interpreted to comply with the requirements Section 409A and any payments will be made in a manner which is not in violation of Section 409A 409A. Without limiting the generality of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinforegoing, for purposes of determining Executive’s entitlement to this Agreement (including paragraph 6 hereof), the Severance Benefits under Section 5 hereof, (a) Executive’s employment Executive shall not be deemed considered to have terminated unless and until Executive incurs a termination of employment only if such termination is a “separation from service” as defined in within the meaning of Section 409A of 409A. If the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to within the extent necessary to comply with the requirements meaning of Section 409A and one or more of the Codepayments to be received by the Executive pursuant to this Agreement would be considered deferred compensation subject to Section 409A, then, except as may otherwise be permitted under Section 409A, no such payment will be made on before the later of (xi) 18 months following the date specified by the foregoing provisions of this Agreement hereof, or (yii) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, termination of employment. In the date of Executive’s death). Any installment payments event that are delayed pursuant any payment is subject to the provisions foregoing delay, such payment to which the Executive would otherwise be entitled during the period of this section shall the such delay will be accumulated and paid on the first business day following the expiration of such delay. Furthermore, in a lump sum the event that any payment is subject to the foregoing delay, then the Corporation shall, at its sole expense, (i) establish an irrevocable grantor trust in the form prescribed by Revenue Procedure 92-64 (the “Trust”) and contribute the amount of such payment to the Trust within 60 days after the Executive’s termination of employment, and (ii) direct the trustee of the Trust to pay such amount, together with the earnings of the Trust, less applicable withholding and payroll deductions, to the Executive on the first day following the expiration of such delay (subject only to the seventh month following Executivelimitations with respect to the Corporation’s separation from service (orinsolvency, if earlierany, upon Executive’s death) and as prescribed under the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the CodeTrust).

Compliance with Section 409A. This Agreement is intended Notwithstanding anything herein to comply the contrary, (i) if at the time of Executive’s termination of employment with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Company Executive incurs is a “separation from servicespecified employee” as defined in Section 409A of the Code, and (b) the effective date deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination or resignation of employment (is necessary in order to prevent any accelerated or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit additional tax under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on then the later Company will defer the commencement of the payment of any such payments or benefits hereunder (xwithout any reduction in such payments or benefits ultimately paid or provided to Executive) the date specified by the foregoing provisions of this Agreement or (y) until the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service termination of employment with the Company (or, if earlier, upon Executive’s deathor the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the remaining installment application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. In the event that payments under this Agreement are deferred pursuant to this Section 13(m) in order to prevent any accelerated tax or additional tax under Section 409A of the Code, then such payments shall begin on such date be paid at the time specified under this Section 13(m) without any interest thereon. The Company shall consult with Executive in accordance good faith regarding the implementation of this Section 13(m); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto. Notwithstanding anything to the schedule provided in this Agreement. To the extent permitted by Section 409Acontrary herein, each payment hereunder a termination of employment shall not be deemed to be have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a separate payment termination of employment unless such termination is also a “Separation from Service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment,” or like terms shall mean Separation from Service. For purposes of Section 409A of the Code, each payment made under this Agreement shall be designated as a “separate payment” within the meaning of the Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Compliance with Section 409A. This Agreement is intended The Company intends that the Restricted Shares and right to comply with the requirements of receive Dividends be structured in compliance with, or to satisfy an exemption from, Section 409A EXHIBIT 10.31 of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (including the exceptions thereto“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the Restricted Shares or payment of Dividends. In the event the Restricted Shares or Dividends are subject to Section 409A, the extent applicableCommittee may, and shall be interpreted and administered accordinglyin its sole discretion, take the actions described in Section 11.1 of the Plan. If Notwithstanding any contrary provision contained in the Plan or this Agreement conflicts with Agreement, any payment(s) of nonqualified deferred compensation (within the requirements meaning of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed 409A) that are otherwise required to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined defined under Treas. Reg. § 1.409A-1(i)), such Section 409A) as a result of his or her separation from service (other than a payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is not subject to Section 409A) shall be delayed for the first six (6) months after the date of Executive’s following such separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to death of the provisions of this section specified employee) and shall instead be accumulated and paid in a lump sum on the first day date that immediately follows the end of the seventh such six (6) month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments period or as soon as administratively practicable thereafter. A termination of Service shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall not be deemed to be a separate payment have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the Codemeaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.”

Compliance with Section 409A. This The provisions of this Agreement is are intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or all applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply respects with the requirements of Section 409A of the Code, and shall be made on construed so as to comply with such section. Notwithstanding anything to the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (orcontrary herein, if earlierExecutive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any amounts (or benefits) otherwise payable to or in respect of him pursuant this Agreement, the date payment of Executive’s death). Any installment payments that are which is required to be delayed pursuant to the provisions of this section Section 409A of the Code shall be accumulated and paid in a lump sum on so delayed until the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such earliest date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A409A(a)(2) of the Code. Without limiting the generality of the foregoing, each payment hereunder shall be deemed in the event necessary to be a separate payment for purposes comply with the provisions of Section 409A of the Code and the guidance issued thereunder (a) reimbursements to Executive as a result of the operation of Section 1(a)(iii) hereof shall be made not later than the end of the calendar year following the year in which the reimbursable expense is incurred and (b) if Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any reimbursements to Executive as a result of the operation of 1(a)(iii) with respect to a reimbursable event within the first six months following the date of Employment Termination shall be made as soon as practicable following the date which is six months and one day following the date of Employment Termination (subject to clause (a) of this sentence). The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A of the Code including, if necessary, amending the agreement based on further guidance issued by the Internal Revenue Service from time to time, provided that the Company shall not be required to assume any increased economic burden in connection with such amendment.

Compliance with Section 409A. This It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). Further, it is intended that payments of the amounts set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code “Code”) (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (btogether, with any state law of similar effect, “Section 409A”) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurredunder Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit1.409A-1(b)(9). Notwithstanding anything to the contrary hereinHowever, if a payment or benefit the Company (or, if applicable, the successor entity thereto) determines that any of the severance payments and benefits provided under this Agreement is due to a (the “separation from serviceAgreement Payments”) constitute “deferred compensation” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) Section 409A and Executive is determined to be is, on the date of his or her termination, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) (as determined under Treas. Reg. § 1.409A-1(i)a “Specified Employee”), such payment shallthen, solely to the extent necessary to comply with avoid the requirements of Section 409A incurrence of the Codeadverse personal tax consequences under Section 409A, the timing of the Change in Control Severance Benefits described in Section 2(a) or the Severance Benefits described in Section 3(a), as applicable, shall be made delayed as follows: on the later earlier to occur of (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six months and one day after Executive’s termination date or (6ii) months after the date of Executive’s separation from service death (or, if earliersuch earlier date, the date “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall pay to Executive a lump sum amount equal to the applicable benefit that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of Executive’s death). Any installment payments that are the payment of the benefit had not been so delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code4(c).

Compliance with Section 409A. This Agreement It is intended to comply with the requirements of Section 409A that each installment of the Code (including the exceptions thereto), to the extent applicable, payments and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses benefits provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during Section 2 is a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a separate “separation from servicepayment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the rules avoidance of doubt, it is intended that payments of the amounts set forth in this Section 2 satisfy, to the greatest extent possible, the exemptions from the application of Section 409A (any state law of similar effect) provided under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from serviceTreasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and Executive is determined to be 1.409A-1(b)(9). However, if the Company determines that the payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and you are, on the termination of your service, a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (as determined under Treas. Reg. § 1.409A-1(i)a “Specified Employee”), such payment shallthen, solely to the extent necessary to comply with avoid the requirements of Section 409A incurrence of the Codeadverse personal tax consequences under Section 409A, the timing of the Agreement Payments that constitute deferred compensation shall be made delayed as follows: on the later earlier to occur of (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six months and one day after your “separation from service” (6as such term is defined in Treasury Regulation Section 1.409A-1(h)) months after or (ii) the date of Executive’s separation from service your death (or, if earliersuch earlier date, the date “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay you a lump sum amount equal to the sum of Executive’s death). Any installment payments the Agreement Payments that are you would otherwise have received through the Delayed Initial Payment Date if the payment of the Agreement Payments had not been so delayed pursuant to this Section 2(d) and (b) commence paying the provisions of this section shall be accumulated and paid in a lump sum on the first day balance of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date Agreement Payments in accordance with the schedule provided applicable payment schedules set forth in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement is intended to comply with Section 409A of the requirements Internal Revenue Code of 1986, as amended (the “Code”) and will be interpreted accordingly. References under this Agreement to the Participant’s termination of employment shall be deemed to refer to the date upon which the Participant has experienced a “separation from service” within the meaning of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto)Code. Notwithstanding anything herein to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereofcontrary, (ai) Executiveif at the time of the Participant’s termination of employment shall not be deemed to have terminated unless and until Executive incurs with the Company the Participant is a “separation from servicespecified employee” as defined in Section 409A of the Code, Code and (b) the effective date deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination or resignation of employment (is necessary in order to prevent any accelerated or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit additional tax under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on then the later Company will defer the commencement of the payment of any such payments or benefits hereunder (xwithout any reduction in such payments or benefits ultimately paid or provided to the Participant) the date specified by the foregoing provisions of this Agreement or (y) until the date that is six (6) months after following the date Participant’s termination of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance employment with the schedule provided in this Agreement. To Company (or the extent earliest date as is permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to the Participant hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. The Company shall consult with the Participant in good faith regarding the implementation of the provisions of this Section 18; provided that neither the Company nor any of its employees or representatives shall have any liability to the Participant with respect to thereto.

Compliance with Section 409A. This Each payment or reimbursement and the provision of each benefit under this Agreement shall be considered to be a separate payment and not one of a series of payments for purposes of Section 409A. To the extent applicable, it is intended to that this Agreement comply with the requirements provisions of Section 409A so that the income inclusion provisions of Section 409A(a)(1) do not apply to Employee. This Agreement shall be administered in a manner consistent with this intent. Reference to Section 409A is to Section 409A of the Internal Revenue Code (including of 1986, as amended, and will also include any regulations, or any other formal guidance, promulgated with respect to such Section by the exceptions thereto)U.S. Department of the Treasury or the Internal Revenue Service. The Company shall not reimburse Employee for the amount of any tax liability incurred by Employee under Section 409A. Employee acknowledges that he has had a reasonable opportunity to consult with independent legal, to tax or other counsel in connection with Section 409A. To the extent applicable, and shall be interpreted and administered accordingly. If that any provision contained in amounts payable under this Agreement conflicts with constitute a “deferral of compensation” subject to Section 409A and if, at the requirements date of his Separation from Service, Employee is a “specified employee,” within the meaning of Section 409A 409A, of the Code (or Company as determined by the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect Company from time to time time, then each such payment that would otherwise be payable to Employee within the six (but in no event later than 6) month period following Employee’s Separation from Service shall be deferred until the end earlier of calendar year following the year such expenses were incurred) and in no event shall (i) the amount first day of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year seventh month following Employee’s Separation from Service with the Company, or (ii) the right to reimbursement be subject to liquidation Employee’s death. Any payments or exchange for another benefit. Notwithstanding anything to the contrary herein, if benefits delayed as a payment or benefit under this Agreement is due to a “separation from service” for purposes result of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section preceding sentence shall be accumulated and paid in a lump sum on sum, without interest, as soon as practicable after the first day of the seventh month following ExecutiveEmployee’s separation Separation from service (or, if earlier, upon ExecutiveService or Employee’s earlier death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This In the event that (i) one or more payments of compensation or benefits received or to be received by Executive pursuant to this Agreement is intended (“Agreement Payment”) would constitute deferred compensation subject to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (including the exceptions thereto“Code”), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (bii) Executive is deemed at the effective date time of any such termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then such Agreement Payment shall not be made or commence until the earlier of (i) the expiration of the six-month period measured from the date of Executive’s “separation from service” (as determined such term is at the time defined in Treasury Regulations under Treas. Reg. § 1.409A-1(i))Section 409A of the Code) with the Company or (ii) such earlier time permitted under Section 409A of the Code and the regulations or other authority promulgated thereunder; provided, however, that such payment shall, deferral shall only be effected to the extent necessary required to comply with the requirements of avoid adverse tax treatment to Executive under Section 409A of the Code, including (without limitation) the additional 20% tax for which Executive would otherwise be made liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period in which an Agreement Payment to Executive is deferred pursuant to the foregoing, Executive shall be entitled to interest on the later deferred Agreement Payment at a per annum rate equal to the highest rate of (x) the date specified interest applicable to six-month non-callable certificates of deposit with daily compounding offered by the foregoing provisions Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of this Agreement or (y) the date that is six (6) months after America on the date of Executive’s such separation from service service. Upon the expiration of the applicable deferral period, any Agreement Payment that would have otherwise been made during that period (or, if earlier, whether in a single sum or in installments) in the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions absence of this section Section 5.6 shall be accumulated and paid to Executive or his/her beneficiary in a one lump sum on the first day of the seventh month following Executive’s separation from service (orsum, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codeincluding all accrued interest.

Compliance with Section 409A. This Agreement is intended to comply with To the requirements of Section 409A of maximum extent permissible by applicable law, the Code (including the exceptions thereto), to the extent applicable, payments and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply benefits payable under this Agreement), this Agreement shall be deemed interpreted to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation exempt from service” as defined in Section 409A of the Code, including, without limitation, the exemptions pursuant to Treasury Regulation Sections 1.409A-1(b)(4) and (b) 1.409A‑1(b)(9). To the effective date extent the payments and benefits under this Agreement are subject to Section 409A of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in Code, this Agreement shall be made interpreted, construed and administered in accordance with a manner that satisfies the Company’s policies requirements of Sections 409A(a)(2), (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred3) and in no event shall (i4) of the amount of expenses eligible for reimbursement hereunder during a taxable year affect Code and the expenses eligible for reimbursement in Treasury Regulations thereunder. If the Company and Executive determine that any compensation, benefits or other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit payments that are payable under this Agreement is due and intended to a “separation from service” for purposes comply with Sections 409A(a)(2), (3) and (4) of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) Code do not comply with Section 409A of the Code, the Company and Executive is determined agree to be a “specified employee” (amend this Agreement, or take such other actions as determined under Treas. Reg. § 1.409A-1(i))the Company and Executive deem reasonably necessary or appropriate, such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on while preserving the later economic agreement of (x) the date specified by parties. In the foregoing provisions case of this Agreement any compensation, benefits or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment other payments that are delayed pursuant payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the provisions Code, if any provision of this section the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be accumulated null and paid void with respect to such compensation, benefits or other payments, and such provision shall otherwise remain in a lump sum on the first day of the seventh month following full force and effect. The Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining right to receive installment payments of any severance payments or benefits under this Agreement shall begin on such date in accordance with the schedule provided in this Agreementbe treated as a right to receive a series of separate payments, and accordingly, each installment payment shall at all times be considered a separate and distinct payment. To the extent permitted by Section 409A, each payment hereunder shall be deemed any reimbursement of expenses under this Agreement is subject to be a separate payment for purposes of Section 409A of the Code, the reimbursements shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses.

Compliance with Section 409A. This In the event that (i) one or more payments of compensation or benefits received or to be received by Employee pursuant to this Agreement is intended (“Agreement Payment”) would constitute deferred compensation subject to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred”) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) Employee is deemed at the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes time of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined such termination of employment to be a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then such Agreement Payment shall not be made or commence until the earlier of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” (as determined such term is at the time defined in Treasury Regulations under Treas. Reg. § 1.409A-1(i))Section 409A of the Code) with the Company or (ii) such earlier time permitted under Section 409A of the Code and the regulations or other authority promulgated thereunder; provided, however, that such payment shall, deferral shall only be effected to the extent necessary required to comply with the requirements of avoid adverse tax treatment to Employee under Section 409A of the Code, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be made liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period in which an Agreement Payment to Employee is deferred pursuant to the foregoing, Employee shall be entitled to interest on the later deferred Agreement Payment at a per annum rate equal to the highest rate of interest applicable to six (x) the date specified 6)-month non-callable certificates of deposit with daily compounding offered by the foregoing provisions following institutions: Citibank N.A., Wxxxx Fargo Bank, N.A. or Bank of this Agreement or (y) the date that is six (6) months after America, on the date of Executive’s such separation from service service. Upon the expiration of the applicable deferral period, any Agreement Payment which would have otherwise been made during that period (or, if earlier, whether in a single sum or in installments) in the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions absence of this section paragraph shall be accumulated and paid to Employee or his or her beneficiary in a one lump sum on the first day of the seventh month following Executive’s separation from service (orsum, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codeincluding all accrued interest.

Compliance with Section 409A. This Agreement is intended The Company intends that the Restricted Stock Units and right to comply with the requirements of receive dividend equivalents be structured in compliance with, or to satisfy an exemption from, Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (including the exceptions thereto“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the Restricted Stock Units or payment of dividends. In the event the Restricted Stock Units or dividends are subject to Section 409A, the extent applicableCommittee may, and shall be interpreted and administered accordinglyin its sole discretion, take the actions described in Section 15.8 of the Plan. If Notwithstanding any contrary provision contained in the Plan or this Agreement conflicts with Agreement, any payment(s) of nonqualified deferred compensation (within the requirements meaning of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed 409A) that are otherwise required to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined defined under Treas. Reg. § 1.409A-1(i)), such Section 409A) as a result of his or her “separation from service” (other than a payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is not subject to Section 409A) shall be delayed for the first six (6) months after the date of Executive’s following such “separation from service service” (or, if earlier, the date of Executive’s death)death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable thereafter. Any installment payments A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are delayed pursuant considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to the provisions a “separation from service” would violate Section 409A. For purposes of any such provision of this section Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall be accumulated and mean “separation from service.” If under this Agreement, an amount is paid in a lump sum on the first day two or more installments, for purposes of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder installment shall be deemed to be treated as a separate payment. Whenever a payment for purposes under this Agreement specifies a payment period with reference to a number of Section 409A days (e.g., “payment shall be made within sixty (60) days”), the actual date of payment within the specified period shall be within the sole discretion of the CodeCompany.

Compliance with Section 409A. This Agreement is intended to comply with Section 409A of the requirements Code and shall be construed and interpreted in accordance with such intent. If as of the Date of Separation from Service the Executive is a “specified employee,” as defined in Section 409A of Code, to the extent required by Section 409A of the Code, the payments and benefits specified in Section 6.4 shall not be paid or commence until six months after the Date of Separation from Service. Furthermore, if the Executive is affected by the six (6) month delay in payment imposed by Section 409A of the Code and this Section 7.11, the aggregate amount of the first six months of any installment payments under Section 6.4 shall be paid at the earlier of (a) the Executive’s death or (b) the beginning of the seventh month following the Date of Separation from Service and monthly installment payments shall continue thereafter as specified in Section 6.4. To the extent that the delivery of any cash or benefits to the Executive under this Agreement, or the payment, settlement or deferral thereof, is otherwise subject to Section 409A of the Code, such cash or benefits shall be paid, settled or deferred in a manner that will comply with Section 409A of the Code, including regulations or other guidance issued with respect thereto, except as otherwise agreed in writing by the Company and the Executive. The Executive and the Company acknowledge and agree that the interpretation of Section 409A of the Code (including the exceptions thereto), and its application to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in terms of this Agreement conflicts with is uncertain and may be subject to change as additional guidance and interpretations become available. In no event whatsoever shall the requirements of Company be liable for any tax, interest or penalties that may be imposed on the Executive by Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed any damages for failing to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto)Code. Notwithstanding anything to the contrary herein, for purposes A termination of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A of the Code upon or following a termination of employment until Executive incurs such termination is also a “separation from service” as defined in within the meaning of Section 409A of the Code, Code and (b) the effective date for purposes of any such provision of this Agreement, references to a “termination,” “terminate,” “termination of employment” or resignation of employment (or any similar term) like terms shall be the effective date of Executive’s mean separation from service. Reimbursement of any All reimbursements for costs and expenses provided for in under this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but paid in no event later than the end of the calendar year following the calendar year in which the Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses were incurred) and in no event shall or in-kind benefits, except as permitted by Section 409A of the Code, (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. Notwithstanding anything to the contrary herein, if Whenever a payment or benefit under this Agreement is due specifies a payment period with reference to a “separation from service” for purposes number of days, the actual date of payment shall be within the sole discretion of the rules Company. If under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive this Agreement, an amount is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service two (or2) or more installments, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code, each installment shall be treated as a separate payment.

Compliance with Section 409A. This Agreement It is intended that the Severance and Accelerated Vesting set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, (including the exceptions thereto“Code”) (Section 409A, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to the extent applicable, 1.409A-1(b)(5) and shall be interpreted and administered accordingly1.409A-1(b)(9). If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance or Accelerated Vesting constitute “deferred compensation” under Section 409A and you are, on the date of your Qualifying Termination, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of adverse personal tax consequences under Section 409A, the timing of the Severance and Accelerated Vesting shall be delayed until the earliest of: (i) the date that is six (6) months and one (1) day after the date of your Qualifying Termination, (ii) the date of your death, or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments or benefits deferred pursuant to this Section shall be paid in a lump sum or provided in full by the Company (or the exemptions intended to apply under this Agreementsuccessor entity thereto, as applicable), this Agreement and any remaining payments due shall be deemed to paid as otherwise provided herein. No interest shall be reformed to comply with due on any amounts so deferred. If the requirements Severance and Accelerated Vesting benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Qualifying Termination, the Release will not be deemed effective any earlier than the Release Deadline. The Severance and Accelerated Vesting benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the Code (or applicable exemptions thereto)extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under extent required to comply with Section 5 hereof409A, (a) Executive’s a termination of employment shall not be deemed to have terminated occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless and until Executive incurs such termination is also a “separation from service” as defined in within the meaning of Section 409A of the Code, and (b) the effective date of any termination 409A. With respect to reimbursements or resignation of employment in-kind benefits provided to you hereunder (or any similar termotherwise) that are not exempt from Section 409A, the following rules shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall apply: (i) the amount of expenses eligible for reimbursement hereunder reimbursement, or in-kind benefits provided, during a any one of your taxable year years shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefit to be provided in any other taxable year or year, (ii) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.Xxxxxx

Compliance with Section 409A. This All severance payments to be made upon a termination of employment under this Agreement is intended to comply with may be made only upon a “separation of service” within the requirements meaning of Section 409A of the Code (including and the exceptions thereto), to the extent applicable, Department of Treasury regulations and shall be interpreted and administered accordinglyother guidance promulgated thereunder. If Notwithstanding any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinin this Agreement, for purposes if Employee is deemed by the Company at the time of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of ExecutiveEmployee’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined service to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(ifor purposes of Code Section 409A(a)(2)(B)(i)), such payment shall, to the extent necessary delayed commencement of any portion of the benefits to comply which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i). such portion of Employee’s benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s “separation from service” with the requirements of Section 409A of the Code, be made on the later of Company or (xii) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of ExecutiveEmployee’s death). Any installment Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments that are delayed deferred pursuant to the provisions of this section Section 9.14 shall be accumulated and paid in a lump sum on to Employee, and any remaining payments due under the first day Agreement shall be paid as otherwise provided herein. For purposes of the seventh month following ExecutiveCode Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)). Employee’s separation from service (or, if earlier, upon Executive’s death) and the remaining right to receive installment payments under this Agreement shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409Abe treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be deemed to be considered a separate payment for purposes and distinct payment. It is intended that all of the severance payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under of Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the Codegreatest extent possible as consistent with those provisions.”

Compliance with Section 409A. This With respect to the payments provided by this Agreement upon termination of the Executive’s employment (the “Cash Severance Amount”), if the Cash Severance Amount is intended subject to comply with the requirements of Section 409A of the Code (including as defined below), in the exceptions theretoevent the aggregate portion of the Cash Severance Amount payable during the first six (6) months following the date of termination of the Executive’s employment would exceed an amount (the “Minimum Amount”) equal to two (2) times the lesser of (i) the Executive’s annualized compensation as in effect for the calendar year immediately preceding the calendar year during which the Executive’s termination of employment occurs, or (ii) the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”), for the calendar year during which the Executive’s termination of employment occurs, then, to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with necessary to avoid the requirements imposition of Section 409A of additional income taxes or penalties or interest on the Code (or the exemptions intended to apply Executive under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by Company shall pay during the foregoing provisions of this Agreement or (y) the date that is first six (6) months after following the date of termination of the Executive’s separation from service employment, at the time(s) and in the form(s) provided by the applicable sections of this Agreement, a portion of the Cash Severance Amount equal to the Minimum Amount, and (or, if earlier, y) the Company shall accumulate the portion of the Cash Severance Amount that exceeds the Minimum Amount and that the Executive would otherwise be entitled to receive during the first six (6) months following the date of termination of the Executive’s death). Any installment payments that are delayed pursuant employment and shall pay such accumulated amount to the provisions of this section shall be accumulated and paid Executive in a lump sum on the first day of the seventh (7th) month following the date of termination of the Executive’s separation from service employment, and (orz) the Company shall pay the remainder of the Cash Severance Amount, if earlierany, upon on and after the first day of the seventh (7th) month following the date of termination of the Executive’s deathemployment at the time(s) and in the remaining installment payments shall begin on such date in accordance with form(s) provided by the schedule provided in applicable section(s) of this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.​

Compliance with Section 409A. This Agreement It is intended that each installment of the payments and benefits provided for in Articles 2 and 3 is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts set forth in Articles 2 and 3 satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Code (including the exceptions theretotogether, with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the extent Company (or, if applicable, the successor entity thereto) determines that the separation payments and shall be interpreted and administered accordingly. If any provision contained in benefits provided under this Agreement conflicts with (the requirements of “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (aa “Specified Employee”) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a on his “separation from service” (as defined in under Treasury Regulation Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i1.409A-1(h)), such payment shallthen, solely to the extent necessary to comply with avoid the requirements of Section 409A incurrence of the Codeadverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be made delayed as follows: on the later earlier to occur of (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six months and one day after Executive’s “separation from service” (6as defined under Section 409A) months after or (ii) the date of Executive’s separation from service death (or, if earliersuch earlier date, the date of Executive’s death“Delayed Initial Payment Date”). Any installment payments that are delayed pursuant , the Company (or the successor entity thereto, as applicable) shall (A) pay to the provisions of this section shall be accumulated and paid in Executive a lump sum on amount equal to the first day sum of the seventh month following Executive’s separation from service Agreement Payments that the Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed and (or, if earlier, upon Executive’s deathB) and commence paying the remaining installment payments shall begin on such date balance of the Agreement Payments in accordance with the schedule provided applicable payment schedules set forth in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement It is intended that the Non-CIC Severance Benefits, the CIC Severance Benefits, and the Accelerated Vesting, as applicable, satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, (including the exceptions thereto“Code”) (Section 409A, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to the extent applicable, 1.409A-1(b)(5) and shall be interpreted and administered accordingly1.409A-1(b)(9). If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A of the Code (or the exemptions intended to apply under this Agreement)including, this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinwithout limitation, for purposes of determining Executive’s entitlement Treasury Regulations 1.409A-2(b)(2)(iii)), your right to the Severance Benefits receive any installment payments under Section 5 hereofthis Agreement (whether severance payments, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination reimbursements or resignation of employment (or any similar termotherwise) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (treated as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be subject to liquidation or exchange for another benefitconsidered a separate and distinct payment. Notwithstanding anything any provision to the contrary hereinin this Agreement, if a payment or benefit the Company (or, if applicable, the successor entity thereto) determines that the Non-CIC Severance Benefits, the CIC Severance Benefits, and the Accelerated Vesting, as applicable, constitute “deferred compensation” under this Agreement is due to a “separation Section 409A and you are, on the date of your Separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (as determined under Treas. Reg. § 1.409A-1(i)a “Specified Employee”), such payment shallthen, solely to the extent necessary to comply with avoid the requirements incurrence of adverse personal tax consequences under Section 409A 409A, the timing of the CodeNon-CIC Severance Benefits, the CIC Severance Benefits, and the Accelerated Vesting, as applicable, shall be made on delayed until the later of earliest of: (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six (6) months and one (1) day after your Separation from Service date, (ii) the date of Executive’s separation from service your death, or (oriii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, if earlier, the date of Executive’s death). Any installment all payments that are delayed or benefits deferred pursuant to the provisions of this section Section shall be accumulated and paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the first day Non-CIC Severance Benefits, the CIC Severance Benefits, or the Accelerated Vesting, as applicable, are not covered by one or more exemptions from the application of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) Section 409A and the remaining installment payments shall begin on such date Release could become effective in accordance the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Non-CIC Severance Benefits, the CIC Severance Benefits, and the Accelerated Vesting, as applicable, Non-CIC Severance Benefits, the CIC Severance Benefits, and the Accelerated Vesting, as applicable, are intended to qualify for an exemption from application of Section 409A or comply with the schedule provided in this Agreement. To its requirements to the extent permitted by necessary to avoid adverse personal tax consequences under Section 409A, each payment hereunder and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of employment shall not be deemed to be a separate payment have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A 409A. With respect to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are not exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the Codeexpenses eligible for reimbursement, or in-kind benefit to be provided in any other taxable year, (ii) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. This In the event that (i) one or more payments of compensation or benefits received or to be received by Executive pursuant to this Agreement ("Agreement Payment") would constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) Executive is intended deemed at the time of such termination of employment to comply be a "specified employee" under Section 409A(a)(2)(B)(i) of the Code, then such Payment shall not be made or commence until the earlier of (i) the expiration of the six (6)-month period measured from the date of Executive's "separation from service" (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) with the requirements of Company or (ii) such earlier time permitted under Section 409A of the Code (including and the exceptions thereto)regulations or other authority promulgated thereunder; provided, however, that such deferral shall only be effected to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended required to apply avoid adverse tax treatment to Executive under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and including (bwithout limitation) the effective additional twenty percent (20%) tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period in which an Agreement Payment to Executive is deferred pursuant to the foregoing, Executive shall be entitled to interest on the deferred Agreement Payment at a per annum rate equal to the highest rate of interest applicable to six (6)-month non-callable certificates of deposit with daily compounding offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s such separation from service. Reimbursement Upon the expiration of the applicable deferral period, any expenses provided for Agreement Payment which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Agreement paragraph shall be made paid to Executive or his beneficiary in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary hereinone lump sum, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codeincluding all accrued interest.

Compliance with Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), Notwithstanding anything herein to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereofcontrary, (ai) Executive’s employment shall not be deemed to have terminated unless and until if at the Date of Resignation Executive incurs is a “separation from servicespecified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) the effective date deferral of the commencement of any termination payments or resignation of employment (or any similar term) shall be the effective date benefits otherwise payable hereunder as a result of Executive’s separation from service. Reimbursement termination of employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following the Date of Resignation (or the earliest date as is permitted under Section 409A of the Code), (ii) any reimbursements provided under this Agreement, including reimbursement of past business expenses provided for in under Section 1.5 of this Agreement (by reference to Section 8.a.(iii)(C) of the Employment Agreement), shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar Executive’s taxable year following Executive’s taxable year in which such expense was incurred; in addition, the year such expenses were incurred) and in no event shall (i) the amount of expenses amounts eligible for reimbursement hereunder during a any one taxable year under this Agreement may not affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is Agreement, and (iii) if any other payments of money or other benefits due to a “separation from service” for purposes Executive hereunder could cause the application of the rules an accelerated or additional tax under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement such payments or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section other benefits shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, deferred if earlier, upon Executive’s death) and the remaining installment payments shall begin on deferral will make such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax or result in an additional cost to the Company. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 5.6; provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto.

Compliance with Section 409A. This It is the intention of the parties hereto that this Agreement is intended to comply with the requirements provisions of Section 409A of the Internal Revenue Code (including the exceptions thereto“Code”) and the rules and regulations promulgated thereunder (collectively, “Section 409A”). Notwithstanding anything in this Agreement to the contrary, to the extent applicablethat the Company determines, and shall be interpreted and administered accordingly. If in its sole discretion, that any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (payment or the exemptions intended to apply under this Agreement), this Agreement shall be deemed benefit to be reformed provided under the Agreement to comply with or for the requirements benefit of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything Executive would be subject to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits additional tax imposed under Section 5 hereof, (a409A(a)(1)(B) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date commencement of any termination or resignation of employment (or any similar term) such payments and/or benefits shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time delayed (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, only to the extent necessary to comply with under Section 409A) until the requirements of Section 409A of the Code, be made on the later earlier of (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six (6) months after the date of Executive’s “separation from service service” (or, if earlier, as such term is defined under Section 409A) or (ii) the date of Executive’s death). Any installment payments that are delayed pursuant to section (i) of the provisions of this section preceding sentence shall be accumulated and paid in a lump sum on the first day of the seventh month following after Executive’s separation from service service, or as soon as reasonably practicable thereafter and any remaining payments shall be made as originally scheduled (ore.g. if payments under Section 7(a)(x) of the Agreement would be subject to the additional tax, if earlierExecutive would not receive payments for six months after termination, upon then would receive six months of base salary on the first day of the seventh month after termination, and the remaining installments of base salary provided by Section 7(a)(x) (approximately six months’ base salary) would be paid to Executive as provided by Section 4(a)). In the event of Executive’s death) and the remaining installment , any payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed made pursuant to be a separate payment for purposes of Section 409A section (ii) of the Codesentence above no later than the later of (a) 75 days following the Executive’s death, or (b) the last day of Executive’s taxable year in which such death occurs.

Compliance with Section 409A. This Agreement is intended Notwithstanding anything herein to comply the contrary, (i) if at the time of Executive’s Termination of Employment with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Company Executive incurs is a “separation from servicespecified employee” as defined in Section 409A of the Code, and (b) the effective date deferral of the commencement of any termination payments or resignation benefits otherwise payable hereunder as a result of employment such Termination of Employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s Termination of Employment with the Company (or the earliest date as is permitted under Section 409A of the Code), (ii) any similar termreimbursements provided under the Agreement, including, but not limited to, in Sections 2.c., 8.a.(iii)(C) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement and 13(p), shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar Executive’s taxable year following Executive’s taxable year in which such expense was incurred; in addition, the year such expenses were incurred) and in no event shall (i) the amount of expenses amounts eligible for reimbursement hereunder reimbursement, or in-kind benefits to be provided, during a any one taxable year under this Agreement may not affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is Agreement, (iii) if any other payments of money or other benefits due to a “separation from service” for purposes Executive hereunder could cause the application of the rules an accelerated or additional tax under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, such payments or other benefits shall be made on deferred if deferral will make such payment or other benefits compliant under Section 409A of the later of Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board or any duly authorized committee thereof, that does not cause such an accelerated or additional tax or result in an additional cost to the Company, and (iv) if (x) the date specified by the foregoing provisions of any payment under this Agreement or is subject to Section 409A and is conditioned upon Executive’s signing a release of claims and (y) the date that is six period for Executive to sign the release of claims (6and any applicable period to revoke the release) months after starts in one calendar year and ends in the date of Executive’s separation from service following calendar year, such payment will be made (oror commence) in the second calendar year, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant subject to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule any payment terms provided in this Agreement. To The Company shall consult with Executive in good faith regarding the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A implementation of the Code.provisions of this Section 13(o); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto. 18

Compliance with Section 409A. This Agreement is intended to comply with the requirements Any amount payable as a result of Section 409A Employee’s termination of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not only be deemed to have terminated unless and until Executive incurs payable if such termination of employment constitutes a “separation from service” as defined in within the meaning of Section 409A of the Code. In addition, and (b) in the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall that (i) Employee is deemed at the amount time of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “his separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined service to be a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, and (ii) the payment of any amounts to Employee as determined under Treas. Reg. § 1.409A-1(i)), a result of such payment shall, separation from service (an “Agreement Payment”) would result in penalty tax liability pursuant to the extent necessary to comply with the requirements of Section 409A of the Code, then such Agreement Payment shall not be made on or commence until the later earlier of (xa) the date specified by expiration of the foregoing provisions of this Agreement or (y) the date that is six (6) months after 6)-month period measured from the date of ExecutiveEmployee’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To Company or (b) such earlier time as may be permitted without the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes imposition of penalty taxes on Employee under Section 409A of the CodeCode and the regulations or other authority promulgated thereunder. During any period in which an Agreement Payment to Employee is deferred pursuant to the foregoing, Employee shall be entitled to interest on the deferred Agreement Payment at a per annum rate equal to the highest rate of interest applicable to six (6)-month non-callable certificates of deposit with daily compounding offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of such separation from service. Upon the expiration of the applicable deferral period, any Agreement Payment which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 7 shall be paid to Employee or his beneficiary in one lump sum, including all accrued interest.

Compliance with Section 409A. This Agreement is and the amounts payable and other benefits provided under this Agreement are intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto)with, to the extent applicableor otherwise be exempt from, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, after giving effect to the exemptions in Treasury Regulation Section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and (b) construed in a manner consistent with Section 409A of the effective date Code. If any provision of any termination this Agreement is found not to comply with, or resignation otherwise not be exempt from, the provisions of employment (Section 409A of the Code, it shall be modified and given effect, in the sole discretion of the Compensation Committee and without requiring the Executive’s consent, in such manner as the Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code; provided, however, that in exercising its discretion under this Section 10, the Compensation Committee shall modify this Agreement or any similar term) shall be amount payable or other benefits provided under this Agreement, in the effective date of Executive’s separation from serviceleast restrictive manner necessary. Reimbursement of If this Agreement or any expenses amount payable or other benefit provided for in under this Agreement shall be deemed not to comply with Section 409A of the Code or any related regulations or other guidance, then neither the Company, any Affiliate, the Compensation Committee or any of their designees or agents shall be liable to the Executive or other person for actions, decisions or determinations made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefitgood faith. Notwithstanding anything to the contrary herein, if If a payment or benefit obligation under this Agreement is due arises on account of the Executive’s termination of employment and such payment or benefit obligation constitutes “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to a the exemptions in Treasury Regulation Section 1.409A-1(b)(3) through (b)(12)), it shall be payable only after the Executive’s “separation from service” for purposes of (as defined in Treasury Regulation Section 1.409A-1(h)); provided, however, that if the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § defined in Treasury Regulation Section 1.409A-1(i)), any payment that is scheduled to be paid within six (6) months after such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, “separation from service” shall accrue without interest and shall be made paid on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s such “separation from service (service” or, if earlierin the case of a payment or benefit obligation payable in installments, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following beginning after the date of the Executive’s “separation from service (service” or, if earlier, upon within fifteen days after the Executive’s death) death (and the remaining installment payments payment on the first day of the seventh month beginning after the date of the Executive’s “separation from service” shall begin on include any installments that would have been paid during such date in accordance with period after the schedule “separation from service” if the Executive was not a “specified employee.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive as provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder such reimbursement of expenses or provision of in-kind benefits shall be deemed subject to be a separate payment the following limitations: (i) the expenses eligible for purposes reimbursement or the amount of in-kind benefits provided in one (1) 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 arrangements providing for the reimbursement of expenses referred to in Section 409A 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement and in no event later than the end of the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. This Agreement It is intended that the Non-CIC Severance Benefits, the CIC Severance Benefits, and the Accelerated Vesting, as applicable, satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, (including the exceptions thereto“Code”) (Section 409A, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A- 1(b)(4), to the extent applicable, 1.409A-1(b)(5) and shall be interpreted and administered accordingly1.409A-1(b)(9). If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Non-CIC Severance Benefits, the CIC Severance Benefits, and the Accelerated Vesting, as applicable, constitute “deferred compensation” under Section 409A and you are, on the date of your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of adverse personal tax consequences under Section 409A, the timing of the Non-CIC Severance Benefits, the CIC Severance Benefits, and the Accelerated Vesting, as applicable, shall be delayed until the earliest of: (i) the date that is six (6) months and one (1) day after your Separation from Service date, (ii) the date of your death, or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments or benefits deferred pursuant to this Section shall be paid in a lump sum or provided in full by the Company (or the exemptions intended to apply under this Agreementsuccessor entity thereto, as applicable), this Agreement and any remaining payments due shall be deemed to paid as otherwise provided herein. No interest shall be reformed to comply with due on any amounts so deferred. If the requirements Non-CIC Severance Benefits, the CIC Severance Benefits, or the Accelerated Vesting, as applicable, are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Non-CIC Severance Benefits, the CIC Severance Benefits, and the Accelerated Vesting, as applicable, Non-CIC Severance Benefits, the CIC Severance Benefits, and the Accelerated Vesting, as applicable, are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the Code (or applicable exemptions thereto)extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under extent required to comply with Section 5 hereof409A, (a) Executive’s a termination of employment shall not be deemed to have terminated occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless and until Executive incurs such termination is also a “separation from service” as defined in within the meaning of Section 409A of the Code, and (b) the effective date of any termination 409A. With respect to reimbursements or resignation of employment in-kind benefits provided to you hereunder (or any similar termotherwise) that are not exempt from Section 409A, the following rules shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall apply: (i) the amount of expenses eligible for reimbursement hereunder reimbursement, or in-kind benefits provided, during a any one of your taxable year years shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefit to be provided in any other taxable year or year, (ii) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein​ Xxx Xxxxxxx February 11, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.2021 ​

Compliance with Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), Notwithstanding anything herein to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereofcontrary, (ai) Executive’s employment shall not be deemed to have terminated unless and until if at the Date of Separation Executive incurs is a “separation from servicespecified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) the effective date deferral of the commencement of any termination payments or resignation of employment (or any similar term) shall be the effective date benefits otherwise payable hereunder as a result of Executive’s separation from service. Reimbursement termination of employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following the Date of Separation (or the earliest date as is permitted under Section 409A of the Code), (ii) any reimbursements provided under this Agreement, including reimbursement of business expenses provided for in under Section 2.2 of this Agreement Agreement, shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar Executive’s taxable year following Executive’s taxable year in which such expense was incurred; in addition, the year such expenses were incurred) and in no event shall (i) the amount of expenses amounts eligible for reimbursement hereunder during a any one taxable year under this Agreement may not affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is Agreement, and (iii) if any other payments of money or other benefits due to a “separation from service” for purposes Executive hereunder could cause the application of the rules an accelerated or additional tax under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement such payments or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section other benefits shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, deferred if earlier, upon Executive’s death) and the remaining installment payments shall begin on deferral will make such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax or result in an additional cost to the Company. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 3.9; 4 provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto.

Compliance with Section 409A. This Agreement It is intended that each installment of the payments and benefits provided for in Articles 2 and 3 is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts set forth in Articles 2 and 3 satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Code (including the exceptions theretotogether, with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the extent Company (or, if applicable, the successor entity thereto) determines that the separation payments and shall be interpreted and administered accordingly. If any provision contained in benefits provided under this Agreement conflicts with (the requirements of “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (or the exemptions intended to apply under this Agreementa “Specified Employee”), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a on her “separation from service” (as defined in under Treasury Regulation Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i1.409A-1(h)), such payment shallthen, solely to the extent necessary to comply with avoid the requirements of Section 409A incurrence of the Codeadverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be made delayed as follows: on the later earlier to occur of (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six months and one day after Executive’s “separation from service” (6as defined under Section 409A) months after or (ii) the date of Executive’s separation from service death (or, if earliersuch earlier date, the date of Executive’s death“Delayed Initial Payment Date”). Any installment payments that are delayed pursuant , the Company (or the successor entity thereto, as applicable) shall (A) pay to the provisions of this section shall be accumulated and paid in Executive a lump sum on amount equal to the first day sum of the seventh month following Executive’s separation from service Agreement Payments that the Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed and (or, if earlier, upon Executive’s deathB) and commence paying the remaining installment payments shall begin on such date balance of the Agreement Payments in accordance with the schedule provided applicable payment schedules set forth in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement is intended to comply with To the requirements of Section 409A of maximum extent permissible by applicable law, the Code (including the exceptions thereto), to the extent applicable, payments and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply benefits payable under this Agreement), this Agreement shall be deemed interpreted to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation exempt from service” as defined in Section 409A of the Code, including, without limitation, the exemptions pursuant to Treasury Regulation Sections 1.409A-1(b)(4) and (b) 1.409A-1(b)(9). To the effective date extent the payments and benefits under this Agreement are subject to Section 409A of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in Code, this Agreement shall be made interpreted, construed and administered in accordance with a manner that satisfies the Company’s policies requirements of Exhibit 10.1 Sections 409A(a)(2), (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred3) and in no event shall (i4) of the amount of expenses eligible for reimbursement hereunder during a taxable year affect Code and the expenses eligible for reimbursement in Treasury Regulations thereunder. If the Company and Executive determine that any compensation, benefits or other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit payments that are payable under this Agreement is due and intended to a “separation from service” for purposes comply with Sections 409A(a)(2), (3) and (4) of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) Code do not comply with Section 409A of the Code, the Company and Executive is determined agree to be a “specified employee” (amend this Agreement, or take such other actions as determined under Treas. Reg. § 1.409A-1(i))the Company and Executive deem reasonably necessary or appropriate, such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on while preserving the later economic agreement of (x) the date specified by parties. In the foregoing provisions case of this Agreement any compensation, benefits or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment other payments that are delayed pursuant payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the provisions Code, if any provision of this section the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be accumulated null and paid void with respect to such compensation, benefits or other payments, and such provision shall otherwise remain in a lump sum on the first day of the seventh month following full force and effect. The Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining right to receive installment payments of any severance payments or benefits under this Agreement shall begin on such date in accordance with the schedule provided in this Agreementbe treated as a right to receive a series of separate payments, and accordingly, each installment payment shall at all times be considered a separate and distinct payment. To the extent permitted by Section 409A, each payment hereunder shall be deemed any reimbursement of expenses under this Agreement is subject to be a separate payment for purposes of Section 409A of the Code, the reimbursements shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses.

Compliance with Section 409A. This It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Code (including the exceptions theretoprovided under Treasury Regulations 1.409A-1(b)(4), to 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the extent Company (or, if applicable, the successor entity thereto) determines that the severance payments and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses benefits provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a (the “separation from serviceAgreement Payments”) constitute “deferred compensation” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) Section 409A and Executive is determined to be is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (as determined under Treas. Reg. § 1.409A-1(i)a “Specified Employee”), such payment shallthen, solely to the extent necessary to comply with avoid the requirements of Section 409A incurrence of the Codeadverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be made delayed as follows: on the later earlier to occur of (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six (6) months and one (1) day after Executive’s “separation from service” (as defined above) or (ii) the date of Executive’s separation from service death (or, if earliersuch earlier date, the date “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of Executive’s death). Any installment payments the Agreement Payments that are Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 2(b) and (B) commence paying the provisions of this section shall be accumulated and paid in a lump sum on the first day balance of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date Agreement Payments in accordance with the schedule provided applicable payment schedules set forth in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement It is intended that the Severance Benefits and Accelerated Vesting set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Code (including the exceptions theretoSection 409A, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to the extent applicable, 1.409A-1(b)(5) and shall be interpreted and administered accordingly1.409A-1(b)(9). If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A of the Code (or the exemptions intended to apply under this Agreement)including, this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinwithout limitation, for purposes of determining ExecutiveTreasury Regulations 1.409A-2(b)(2)(iii)), Employee’s entitlement right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits or Accelerated Vesting constitute “deferred compensation” under Section 5 hereof409A and Employee is, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of on the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of ExecutiveEmployee’s separation Separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary hereinService, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (of the Company or any successor entity thereto, as determined under Treas. Reg. § 1.409A-1(i))such term is defined in Section 409A(a)(2)(B)(i) of the Code, such payment shallthen, solely to the extent necessary to comply with avoid the requirements incurrence of adverse personal tax consequences under Section 409A 409A, the timing of the Code, Severance Benefits and Accelerated Vesting shall be made on delayed until the later of earliest of: (x) the date specified by the foregoing provisions of this Agreement or (ya) the date that is six (6) months and one (1) day after Employee’s Separation from Service date, (b) the date of Executive’s separation from service (or, if earlier, the date of ExecutiveEmployee’s death), or (c) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Any installment Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments that are delayed or benefits deferred pursuant to the provisions of this section Section 9 shall be accumulated and paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. The Severance Benefits and Accelerated Vesting are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the first day extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Any reimbursement of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments expenses or in-kind benefits payable under this Agreement shall begin on such date be made in accordance with the schedule provided in this Agreement. To the extent permitted by Treasury Regulation Section 409A, each payment hereunder 1.409A-3(i)(1)(iv) and shall be deemed paid on or before the last day of Employee’s taxable year following the taxable year in which Employee incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Employee, and Employee’s right to reimbursement for such amounts shall not be a separate payment subject to liquidation or exchange for purposes of Section 409A of the Codeany other benefit.

Compliance with Section 409A. This Agreement It is intended that the Severance Benefits and Accelerated Vesting set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Code (including the exceptions theretoSection 409A, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to the extent applicable, 1.409A-1(b)(5) and shall be interpreted and administered accordingly1.409A-1(b)(9). If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A of the Code (or the exemptions intended to apply under this Agreement)including, this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinwithout limitation, for purposes of determining ExecutiveTreasury Regulations 1.409A-2(b)(2)(iii)), Employee’s entitlement right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits or Accelerated Vesting constitute “deferred compensation” under Section 5 hereof409A and Employee is, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of on the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of ExecutiveEmployee’s separation Separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary hereinService, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (of the Company or any successor entity thereto, as determined under Treas. Reg. § 1.409A-1(i))such term is defined in Section 409A(a)(2)(B)(i) of the Code, such payment shallthen, solely to the extent necessary to comply with avoid the requirements incurrence of adverse personal tax consequences under Section 409A 409A, the timing of the Code, Severance Benefits and Accelerated Vesting shall be made on delayed until the later of earliest of: (x) the date specified by the foregoing provisions of this Agreement or (ya) the date that is six (6) months and one (1) day after Employee’s Separation from Service date, (b) the date of Executive’s separation from service (or, if earlier, the date of ExecutiveEmployee’s death), or (c) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Any installment Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments that are delayed or benefits deferred pursuant to the provisions of this section Section 8 shall be accumulated and paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. The Severance Benefits and Accelerated Vesting are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the first day extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Any reimbursement of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments expenses or in-kind benefits payable under this Agreement shall begin on such date be made in accordance with the schedule provided in this Agreement. To the extent permitted by Treasury Regulation Section 409A, each payment hereunder 1.409A-3(i)(1)(iv) and shall be deemed paid on or before the last day of Employee’s taxable year following the taxable year in which Employee incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Employee, and Employee’s right to reimbursement for such amounts shall not be a separate payment subject to liquidation or exchange for purposes of Section 409A of the Codeany other benefit.

Compliance with Section 409A. This It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that Separation Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from, or comply with with, the requirements application of Section 409A of the Internal Revenue Code of 1986, as amended (including the exceptions thereto“Code”) and Treasury Regulations 1.409A-1(b)(4), to 1.409A-1(b)(5) and 1.409A-1(b)(9) (together, with any state law of similar effect, “Section 409A”). However, if the extent Company (or, if applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of successor entity thereto) determines that the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Separation Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a constitute “separation from servicedeferred compensation” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) Section 409A and Executive is determined to be is, on the date of his or her Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (as determined under Treas. Reg. § 1.409A-1(i)a “Specified Employee”), such payment shallthen, solely to the extent necessary to comply with avoid the requirements of Section 409A incurrence of the Codeadverse personal tax consequences under Section 409A, the timing of the Separation Benefits described herein, as applicable, shall be made delayed as follows: on the later earlier to occur of (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six (6) months and one (1) business day after the date of Executive’s separation Separation from service Service, (or, if earlier, ii) the date of Executive’s death, or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation (such earlier date, the “Delayed Initial Payment Date”). Any installment payments Upon the Delayed Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall pay to Executive a lump sum amount equal to the applicable benefit that are Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the benefit had not been so delayed pursuant to the provisions of this section Section 3(c), and any remaining payments due shall be accumulated and paid in a lump sum as otherwise provided herein. No interest shall be due on any amounts so deferred. If the first day Separation Benefits are not covered by one or more exemptions from the application of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) Section 409A and the remaining installment payments shall begin on such date Release could become effective in accordance with the schedule provided calendar year following the calendar year in this Agreementwhich Executive has a Separation from Service, the Release will not be deemed effective any earlier than the Release Date. To the extent permitted by that any provision of this Agreement is ambiguous as to its exemption or compliance with Section 409A, each the provision will be read in such a manner so that all payments hereunder are exempt from Section 409A to the maximum permissible extent. To the extent any payment hereunder under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed to be a separate payment short-term deferral, even if it may also qualify for purposes an exemption from Section 409A under another provision of Section 409A 409A. With respect to reimbursements or in-kind benefits provided to Executive hereunder (or otherwise) that are not exempt from Section 409A, the following rules shall apply: (i) the amount of the Code.expenses eligible for reimbursement, or in-kind benefits provided, during any

Compliance with Section 409A. This | The payments and entitlements provided for under this Agreement is are intended to comply with qualify for the requirements of short-term deferral exception to Section 409A of the Code (including as described in Treasury Regulation Section 1.409A-1(b)(4) to the exceptions thereto)maximum extent possible, and to the extent applicablethey do not so qualify, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with they are intended to qualify for the requirements of involuntary separation pay plan exception to Section 409A of the Code (or as described in Treasury Regulation Section 1.409A-1(b)(9)(iii) to the exemptions maximum extent possible. The amounts paid pursuant to this Agreement that are intended to apply under qualify for the exemption for separation pay due to an involuntary separation from service shall be paid, consistent with Treasury Regulation Section 1.409A-1(b)(9)(iii)(B), no later than the last day of the second taxable year of Executive following the taxable year of Executive in which the “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein) occurs. For purposes of this Agreement), this Agreement each payment described herein shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto)considered a separate payment. Notwithstanding anything to the contrary hereinin this Agreement, if any payment or entitlement provided for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs in this Agreement constitutes a “separation from servicedeferral of compensation” (as such term is defined in Section 409A of the Code) (e.g., because such payment would be in excess of the payments subject to an exception described in the immediately preceding paragraph) within the meaning of Section 409A of the Code and (bcannot be paid or provided in the manner provided herein without subjecting Executive to additional tax, interest or penalties under Section 409A of the Code as a result of the operation of Section 409A(a)(2)(B)(i) of the effective date Code or Treasury Regulation Section 1.409A-3(i)(2), then any such payment and/or entitlement which would, but for the operation of any termination or resignation of employment (or any similar term) shall this Section 7(c), be payable during the effective date of first six months following Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid or provided to Executive instead in a lump sum on the first day of the seventh month following the date of Executive’s “separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in service.” For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). To the extent permitted by that any payments or reimbursements provided to Executive herein are deemed to constitute compensation to Executive to which Treasury Regulation Section 409A1.409A-3(i)(1)(iv) would apply, each payment hereunder such amounts shall be deemed to be a separate payment for purposes of Section 409A paid or reimbursed reasonably promptly, but not later than December 31st of the Code.year following the year in which the expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. |

Compliance with Section 409A. This Agreement It is intended that each installment of the payments and benefits provided for in this paragraph 4 (the "Severance Benefits") is a separate "payment" for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts set forth in this paragraph 4 satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A (any state law of similar effect) provided under Treasury Regulations 1.409A-1(b)(4) and 1.409A-1(b)(9). However, if the Company determines that the Severance Benefits provided under this Agreement constitute "deferred compensation" under Section 409A and you are, on the termination of your service, a "specified employee" of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (including the exceptions theretoa "Specified Employee"), to the extent applicablethen, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, solely to the extent necessary to comply with avoid the requirements of Section 409A incurrence of the Codeadverse personal tax consequences under Section 409A, the timing of the Severance Benefits that constitute deferred compensation shall be made delayed as follows: (i) on the later earlier to occur of (x) the date specified by the foregoing provisions of this Agreement or (yA) the date that is six (6) months and one day after your "separation from service" (as such term is defined in Treasury Regulation Section 1.409A-1(h)) or (B) the date of Executive’s separation from service your death (or, if earliersuch earlier date, the date "Delayed Initial Payment Date"), the Company (or the successor entity thereto, as applicable) shall (1) pay you a lump sum amount equal to the sum of Executive’s death). Any installment payments the Severance Benefits that are you would otherwise have received through the Delayed Initial Payment Date if the payment of the Severance Benefits had not been so delayed pursuant to this paragraph 4(c) and (2) commence paying the provisions of this section shall be accumulated and paid in a lump sum on the first day balance of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date Severance Benefits in accordance with the schedule provided applicable payment schedules set forth in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.