Common use of Compliance with Section 409A Clause in Contracts

Compliance with Section 409A. Payments and benefits under this Agreement are intended to be exempt from Section 409A to the maximum possible extent and, to the extent not exempt, are intended to comply with the requirements of Section 409A. The provisions of this Agreement shall be construed in a manner consistent with such intent. With respect to any “deferred compensation” within the meaning of Section 409A that is payable or commences to be payable under this Agreement solely by reason of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, Employee experiences a “separation from service” as defined in Section 409A, subject to Section 11 of the Agreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of Section 409A, any such amounts that otherwise would be payable during the first six months following separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment thereof shall be treated as a separate payment for such purposes. Any reimbursements or in-kind benefits provided to Employee shall be administered in accordance with Section 409A, such that: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefit.

Compliance with Section 409A. Payments Both WM and benefits under Employee intend that this Agreement are not result in unfavorable tax consequences to Employee under Section 409A. Accordingly, Employee consents to any amendment of this Agreement WM may reasonably make consistent to achieve that intention and WM may, disregarding any other provision in this Agreement to the contrary, unilaterally execute such amendment to this Agreement. WM shall promptly provide, or make available to, Employee a copy of any such amendment. WM agrees to make any such amendments to preserve the intended benefits to be exempt from Section 409A the Employee to the maximum possible extent andpossible. This paragraph does not create an obligation on the part of WM to modify this Agreement and does not guarantee that the amounts or benefits owed under the Agreement will not be subject to interest and penalties under Section 409A. Each cash and/or stock payment and/or benefit provided under the Plan and this Agreement and/or pursuant to the terms of WM’s benefit plans, programs and policies shall be considered a separate payment for purposes of Section 409A. Notwithstanding the foregoing, it is intended that Stock Option Awards not be subject to Section 409A. For purposes of Section 409A, to the extent not exempt, are intended to comply with the requirements of Section 409A. The provisions of this Agreement shall be construed in that Employee is a manner consistent with such intent. With respect to any “deferred compensationspecified employee” within the meaning of the Treasury Regulations issued pursuant to Section 409A that is payable or commences to be payable under this Agreement solely by reason as of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, Employee experiences a “separation from service” as defined in service and to the limited extent necessary to avoid the imputation of any tax, penalty or interest pursuant to Section 409A, notwithstanding anything to the contrary in this Agreement, no amount which is subject to Section 11 409A of the Agreement Code and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment is payable on account of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of Section 409A, any such amounts that otherwise would be payable during the first six months following ’s separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on to Employee before the date (the “Delayed Payment Date”) which is the first day of the seventh month. Amounts exempt month after the Employee’s separation from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 service or, if earlier, the date of the Agreement are intended toEmployee’s death following such separation from service. All such amounts that would, and shall be construed tobut for the immediately preceding sentence, fit within the short-term deferral and separation pay exceptions to Section 409A become payable prior to the maximum permissible extent Delayed Payment Date will be accumulated and each installment thereof shall be treated as a separate payment for such purposes. Any reimbursements or in-kind benefits provided to Employee shall be administered in accordance with Section 409A, such that: (a) paid without interest on the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefitDelayed Payment Date.

Compliance with Section 409A. Payments It is the Company’s intent that payments and benefits under this Agreement are intended to be exempt from comply with Section 409A to the maximum possible extent and409A, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Employee shall not exempt, are intended be considered to comply have terminated employment with the requirements Company or any subsidiary or affiliate thereof for purposes of Section 409A. The provisions this Agreement unless the Employee would be considered to have incurred a Separation from Service from the Company or any of its subsidiaries or affiliates. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in a manner consistent with such intent. With respect to any “deferred compensation” this Agreement that are due within the meaning of Section 409A that is payable or commences to be payable under this Agreement solely by reason of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, Employee experiences a “separation from serviceshort term deferral period” as defined in Section 409A, subject to Section 11 of the Agreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of 409A or any amount that constitutes “deferred compensation” except to the extent permitted other exemption under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of Section 409A, any such amounts that otherwise would be payable during the first six months following separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment thereof shall be treated as a separate payment for such purposesdeferred compensation unless applicable law requires otherwise. Any To the extent that any reimbursements or in-kind benefits provided due to the Employee shall be administered in accordance with under this Agreement constitute “deferred compensation” under Section 409A, any such that: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; reimbursements and (c) the right to reimbursement or in-kind benefits shall not be subject paid to liquidation Employee in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Employee’s Separation from Service shall instead be paid on the first business day after the date that is six months following the Employee’s Separation from Service (or death, if earlier). This Agreement may be amended in any respect deemed by the Company in good faith to exchange for another benefitbe necessary in order to preserve compliance with Section 409A without imposing any additional interest, taxes or penalties on the Employee.

Compliance with Section 409A. Payments and benefits under Notwithstanding any other provisions of this Agreement are intended to be exempt from Section 409A to the maximum possible extent andAgreement, to the extent not exemptapplicable, are this Agreement is intended to comply with Internal Revenue Code Section 409A and the regulations (or similar guidance) thereunder. To the extent any provision of this Agreement is contrary to or fails to address the requirements of Internal Revenue Code Section 409A, this Agreement shall be construed and administered as necessary to comply with such requirements. If the Executive is considered a “specified employee” (as defined in Internal Revenue Code Section 409A and related Treasury Regulations) at the time of any “separation from service” (as defined in Internal Revenue Code Section 409A and related Treasury Regulations) under Section 8.1 or Section 11.1 of this Agreement, a portion of the amount payable to the Executive under Section 8.1 or Section 11.1 shall be delayed for six (6) months following the Executive’s Date of Termination to the extent necessary to comply with the requirements of Internal Revenue Code Section 409A. The provisions of this Agreement 409A or an exemption therefrom. Any amounts payable to the Executive during such six (6) month period that are delayed due to the limitation in the preceding sentence shall be construed in a manner consistent with such intent. With respect to any “deferred compensation” within the meaning of Section 409A that is payable or commences to be payable under this Agreement solely by reason of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, Employee experiences a “separation from service” as defined in Section 409A, subject to Section 11 of the Agreement and subject paid to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of Section 409A, any such amounts that otherwise would be payable during the first six months following separation from service shall be delayed and accumulated for a period of six months and paid Executive in a lump sum on the first day of during the seventh month(7th) month following the Executive’s Date of Termination (or, if earlier, upon the Executive’s death). Amounts exempt from If, under this Agreement, an amount is to be paid in two or more installments, for purposes of Internal Revenue Code Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to409A, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment thereof shall be treated as a separate payment for such purposespayment. Any To the extent not otherwise specified in the Agreement, all reimbursements or and in-kind benefits provided to Employee under this Agreement shall be administered made or provided in accordance with the requirements of Section 409A409A of the Internal Revenue Code, such that: including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a short period specified in this Agreement); (b) the amount of expenses eligible for reimbursement, or in-in kind benefits to be provided, during one a calendar year shall may not affect the expenses eligible for reimbursement reimbursement, or the in-in kind benefits provided to be provided, in any other calendar year; (bc) the reimbursement of an eligible expenses expense shall be made on or before December 31 no later than the last day of the calendar year following the year in which the expense was is incurred; and (cd) the right to reimbursement or in-in kind benefits shall is not be subject to liquidation or to exchange for another benefit. In the event that this Agreement or payments hereunder shall be deemed not to be exempt from or to comply with Section 409A of the Internal Revenue Code, the neither the Company, the Board, the Committee nor its or their designees or agents shall be liable to the Executive or any other persons for actions, decisions or determinations made in good faith.

Compliance with Section 409A. Payments This Agreement shall be construed consistently with the mutual intent that all payments and benefits under this Agreement are intended to required hereunder be exempt from Section 409A to the maximum possible extent and, to the extent not exempt, are intended to or comply with the requirements of Section 409A. The provisions 409A of the Code, as amended, and the Treasury regulations thereunder (“Section 409A”). If any provision of this Agreement shall is ambiguous but a reasonable interpretation of the provision would either cause this Agreement to be exempt from or comply with Section 409A, the parties intend that this Agreement be construed in accordance with the interpretation that would cause this Agreement to be exempt from or comply with Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from or comply with Section 409A, and nothing in this Agreement shall require the Company to satisfy Employee’s obligation to pay, or indemnify Employee with respect to, required taxes on any amounts or benefits provided under this Agreement, including any taxes imposed under Section 409A. Each installment payment under this Agreement is intended to be treated as a manner consistent with such intent. With respect separate payment for purposes of Section 409A. A termination of employment will not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts or benefits that are considered “nonqualified deferred compensation” under Section 409A unless such termination is also a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A that is payable or commences pursuant to Treas. Reg. Section 1.409A-1(b)(9) will be payable under this Agreement solely by reason of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, until Employee experiences has a “separation from service” as defined in Section 409A, subject to Section 11 of the Agreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of his 409A. If, upon separation from service constitutes service, Employee is a “deferred compensationspecified employee” within the meaning of Section 409A, any such amounts payment under this Agreement that otherwise would be payable during the first six months following is subject to Section 409A and triggered by a separation from service shall and would otherwise be delayed and accumulated for a period of paid within six months and after Employee’s separation from service will instead be paid in a lump sum on the first day of the seventh month. Amounts exempt month following Employee’s separation from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A service (to the maximum permissible extent and each installment thereof shall be treated as a separate payment for such purposes. Any reimbursements or in-kind benefits provided to Employee shall be administered in accordance with required by Section 409A, such that: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefit409A(a)(2)(B)(i)).

Compliance with Section 409A. Payments This Agreement shall be construed consistently with the mutual intent that all payments and benefits under this Agreement are intended to required hereunder be exempt from Section 409A to the maximum possible extent and, to the extent not exempt, are intended to or comply with the requirements of Section 409A. The provisions 409A of the Code, as amended, and the Treasury regulations thereunder (“Section 409A”). If any provision of this Agreement shall is ambiguous but a reasonable interpretation of the provision would either cause this Agreement to be exempt from or comply with Section 409A, the parties intend that this Agreement be construed in accordance with the interpretation that would cause this Agreement to be exempt from or comply with Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from or comply with Section 409A, and nothing in this Agreement shall require the Company to satisfy Employee’s obligation to pay, or indemnify Employee with respect to, required taxes on any amounts or benefits provided under this Agreement, including any taxes imposed under Section 409A. Each installment payment under this Agreement is intended to be treated as a manner consistent with such intent. With respect separate payment for purposes of Section 409A. A termination of employment will not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts or benefits that are considered “nonqualified deferred compensation” under Section 409A unless such termination is also a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A that is payable or commences pursuant to Treas. Reg. Section 1.409A-1(b)(9) will be payable under this Agreement solely by reason of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, until Employee experiences has a “separation from service” as defined in Section 409A, subject to Section 11 of the Agreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of his 409A. If, upon separation from service constitutes service, Employee is a “deferred compensationspecified employee” within the meaning of Section 409A, any such amounts payment under this Agreement that otherwise would be payable during the first six months following is subject to Section 409A and triggered by a separation from service shall and would otherwise be delayed and accumulated for a period of paid within six months and after Employee’s separation from service will instead be paid in a lump sum on the first day of the seventh month. Amounts exempt month following Employee’s separation from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A service (to the maximum permissible extent and each installment thereof shall be treated as a separate payment for such purposes. Any reimbursements or in-kind benefits provided to Employee shall be administered in accordance with required by Section 409A, such that: (a) the amount of expenses eligible for reimbursement409A(a)(2)(B)(i)), or in-kind benefits providedif earlier, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefitupon Employee’s death.

Compliance with Section 409A. Payments The parties acknowledge and benefits under this Agreement are intended to be exempt from Section 409A to the maximum possible extent andagree that, to the extent not exemptapplicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with, Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder (“Section 409A”), including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that anything provided hereunder may be subject to Section 409A, the Company reserves the right (without any obligation to do so or to indemnify the Participant for failure to do so) to adopt such limited amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company reasonably determines are necessary or appropriate to (a) exempt the RSU Award under this Agreement from Section 409A and/or preserve the intended tax treatment of the RSU Award provided with respect to this Agreement or (b) comply with the requirements of Section 409A. Notwithstanding any provision in this Agreement to the contrary, if and to the extent that any amount payable hereunder constitutes deferred compensation (or may be nonqualified deferred compensation) under Section 409A and such deferral is required to comply with the requirements of Section 409A. The provisions 409A (and not exempt therefrom), then: (a) to the extent required by Section 409A any references to termination of this Agreement employment (or similar references) shall be construed in deemed a manner consistent with such intent. With respect reference to any “deferred compensation” a "separation from service" within the meaning of Section 409A 1.409A-1(h) of the Department of Treasury Regulations; and (b) if Participant is determined to be a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code, then no payment that is payable or commences to be payable under this Agreement solely by reason on account of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, Employee experiences a “Participant's "separation from service” as defined in Section 409A" shall be made before the date that is at least six months after Participant's "separation from service" (or if earlier, subject to Section 11 the date of Participant's death), but rather all such payments shall be made on the Agreement and subject to date that is five business days after the six-expiration of that six month delay described belowperiod. For the avoidance of doubt, no payment shall be delayed for six months after Participant's "separation from service" if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of any amount that it constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” "short term deferral" within the meaning of Section 409A at 1.409A-1(a)(4) of the time his employment terminates and any amount payable to Employee by virtue Department of his separation from service constitutes “deferred compensation” within the meaning Treasury Regulations. For purposes of Section 409A, any such amounts that otherwise would Participant's right to receive payments hereunder shall be payable during treated as a right to receive a series of separate and distinct payments. The determination of whether Participant is a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the first six months following Code as of the time of Participant's separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on made by the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment thereof shall be treated as a separate payment for such purposes. Any reimbursements or in-kind benefits provided to Employee shall be administered Company in accordance with the terms of Section 409A, such that: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefit.409A.

Compliance with Section 409A. Payments It is intended that the severance payments and benefits provided under this Agreement are intended to Section 6 be exempt from the provisions of Section 409A to the maximum possible fullest extent andpossible. To the extent that any such payment or benefit is subject to Section 409A then, notwithstanding anything in this Agreement to the extent not exemptcontrary, are intended to comply with the requirements of Section 409A. The provisions of this Agreement shall be construed in a manner consistent with such intent. With respect to any “deferred compensation” within the meaning of Section 409A amount that is payable or commences to be becomes payable under this Agreement solely by reason of to the Employee upon the Employee’s termination of employment, employment shall not be paid unless such termination of employment constitutes a separation from service under Section 409A and payment of any severance amount under Section 6 shall be payable or not commence to be payable as soon as, and no later than, Employee experiences a until sixty (60) days after such separation from service. A “separation from service” as defined in Section 409A, subject to Section 11 of means a separation from service with the Agreement Company and subject to all other persons or entities with whom the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted would be considered a single employer under Section 409A. If the Company determines in good faith that the Employee is a “Specified Employeespecified employee” within the meaning of under Section 409A at then, to the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of extent required under Section 409A, any such amounts amount that otherwise would be payable to the Employee during the first six months six-month period following the Employee’s separation from service shall be delayed and accumulated for a suspended until the lapse of such six-month period (or, if earlier, the date of death of the Employee). The amount that otherwise would be payable to the Employee during such period of six months and suspension shall be paid in a lump sum single payment on the first day following the end of such six-month period (or, if such day is not a business day, on the next succeeding business day) or within thirty (30) days following the death of the seventh month. Amounts exempt from Section 409A Employee during such six-month period, provided that the death of the Employee during such six-month period shall not cause the acceleration of any amount that otherwise would be so delayedpayable on any date during such six-month period following the date of the Employee’s death. The Severance and Severance Benefits Any amounts not subject to the suspension described in Section 4.4.1 of the Agreement are intended to, and preceding sentence shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment thereof shall be treated paid as a separate payment for such purposesotherwise provided in this Agreement. Any reimbursements or in-kind benefits provided to Employee shall be administered in accordance with Section 409A, such that: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the and expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses under this Agreement shall be made on or before December 31 paid pursuant to the Company’s reimbursement policies, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred; and (c) incurred by the Employee. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits shall is not be subject to liquidation or to exchange for another benefit.

Compliance with Section 409A. Payments The Parties intend that payments and benefits under this Agreement are intended to be exempt from from, or comply with, Section 409A to of the maximum possible extent andInternal Revenue Code and the regulations and guidance promulgated thereunder (“Section 409A”), to the extent not exemptsubject thereto, are intended and accordingly, to comply with the requirements of Section 409A. The provisions of maximum extent permitted, this Agreement shall be construed in a manner consistent with such intent. With respect to any “deferred compensation” within the meaning of Section 409A that is payable or commences interpreted and administered to be payable in compliance therewith. Notwithstanding anything contained in this Agreement to the contrary, Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement solely by reason of Employee’s termination of employment, such amount shall which are subject to Section 409A until Executive would be payable or commence considered to be payable as soon as, and no later than, Employee experiences have incurred a “separation from service” as defined in Section 409A, subject to Section 11 of from the Agreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A at 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate and distinct payment for purposes of Section 409A. Without limiting the time his employment terminates foregoing and any amount payable notwithstanding anything contained in this Agreement to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, any such amounts that would otherwise would be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between Executive and the Company during the first six months (6)-month period immediately following Executive’s separation from service shall instead be delayed and accumulated for a period of six months and paid in a lump sum on the first business day after the date that is six (6) months following Executive’s separation from service (or, if earlier, Executive’s date of death). To the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions extent required to Section 409A to the maximum permissible extent and each installment thereof shall be treated as a separate payment for such purposes. Any reimbursements or in-kind benefits provided to Employee shall be administered in accordance with avoid taxation and/or tax penalties under Section 409A, such that: (a) the amount of expenses eligible for reimbursement, amounts reimbursable to Executive under this Agreement or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses arrangement between Executive and the Company shall be made paid to Executive on or before December 31 the last day of the year following the year in which the expense was incurred; incurred and the amount of expenses eligible for reimbursement (c) the right to reimbursement or in-and in kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. Executive understands and agrees that, except to the extent the Company fails to comply with the payment timing provisions of this Agreement, Executive shall not be subject to liquidation solely responsible for the payment of any taxes, penalties, interest or to exchange for another benefit.other expenses incurred by Executive on account of this Agreement’s non-compliance with Section 409A.

Compliance with Section 409A. Payments and benefits under The parties to this Agreement are intended to be exempt from intend that the Agreement complies with Section 409A to of the maximum possible extent andInternal Revenue Code (the “Code”), to the extent not exemptwhere applicable, are intended to comply with the requirements of Section 409A. The provisions of and this Agreement shall be construed interpreted in a manner consistent with that intention. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such intent. With respect to any termination qualifies as a “deferred compensationseparation from service” within the meaning of Section 409A that is payable or commences of the Code and, for purposes of any such provision of this Agreement, references to be payable under this Agreement solely by reason of Employee’s a “termination,” “termination of employment, such amount ” or like terms shall be payable or commence to be payable as soon as, and no later than, Employee experiences a mean “separation from service.” as defined in Notwithstanding any other provisions of this Agreement to the contrary, and solely to the extent necessary for compliance with Section 409A of the Code and not otherwise eligible for exclusion from the requirements of Section 409A, subject to Section 11 if as of the Agreement date of the Executive’s separation from service from the Company, (i) the Executive is deemed to be a “specified employee” (within the meaning of Section 409A of the Code and subject the applicable regulations), and (ii) the Company or any member of a controlled group including the Company is publicly traded on an established securities market or otherwise, any payment or other distribution required to be made to the six-Executive hereunder (including any payment of cash, any transfer of property and any provision of taxable benefits) solely as a result of the Executive’s separation from service that would otherwise be paid earlier than the first day of the seventh month delay described below, if applicablefollowing the date on which the Executive separates from service with the Company shall be postpone and paid on such date. In addition, nothing in the Each payment under this Agreement shall require Company to, and Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is be designated as a “Specified Employeeseparate payment” within the meaning of Section 409A at of the time his employment terminates Code. All reimbursements and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” within in-kind benefits provided under this Agreement shall be made or provided in accordance with the meaning requirements of Section 409A, any such amounts that otherwise would be payable during the first six months following separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on the first day 409A of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A Code to the maximum permissible extent and each installment thereof shall be treated as a separate payment for that such purposes. Any reimbursements or in-kind benefits provided are subject to Employee Section 409A of the Code. All reimbursements for expenses paid pursuant hereto that constitute taxable income to Executive shall in no event be administered paid later than the end of the calendar year next following the calendar year in accordance with which Executive incurs such expense or pays such related tax. Unless otherwise permitted by Section 409A409A of the Code, such that: (a) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement, or in-kind benefits providedbenefits, provided during one any taxable year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement reimbursement, or in-kind benefits shall not to be subject to liquidation or to exchange for another benefitprovided, respectively, in any other taxable year.

Compliance with Section 409A. Payments and benefits under this Any provisions of the Agreement that are intended subject to be exempt from Section 409A to of the maximum possible extent and, to the extent not exempt, Code (“Section 409A”) are intended to comply with the all applicable requirements of Section 409A. The provisions 409A, or an exemption from the application of this Agreement Section 409A, and shall be interpreted and administered accordingly. Any ambiguous provision will be construed in a manner consistent with such intent. With respect that is compliant with, or exempt from, the application of Section 409A. Notwithstanding any provision of this Agreement to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit that constitutes “non-qualified deferred compensation” (within the meaning of Section 409A) upon or following a termination of the Executive’s employment unless such termination is also a “separation from service” within the meaning of Section 409A that is payable or commences and, for purposes of any such provision, references herein to be payable under this Agreement solely by reason of Employee’s a “termination,” “termination of employment, such amount ” or like terms shall be payable or commence to be payable as soon as, and no later than, Employee experiences a mean “separation from service” as defined in Section 409A, subject to Section 11 of the Agreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A. Notwithstanding any provision of this Agreement to the contrary, if any payment or other benefit provided herein would be subject to additional taxes and interest under Section 409A at because the time his employment terminates and any amount payable to Employee timing of such payment is not delayed as required by virtue of his separation from service constitutes Section 409A for a “deferred compensationspecified employee,” within then if the meaning of Section 409AExecutive is on the applicable date a specified employee, any such amounts payment that the Executive would otherwise would be payable entitled to receive during the first six months following his “separation from service service” (as defined under Section 409A) shall be delayed accumulated and accumulated for a period of paid, within ten (10) days after the date that is six months and following the Executive’s date of “separation from service,” or such earlier date upon which such amount can be paid in a lump sum on the first day of the seventh month. Amounts exempt from under Section 409A shall not be so delayedwithout being subject to such additional taxes and interest such as, for example, upon the Executive’s death. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement With respect to any amounts or benefits that are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions subject to Section 409A to the maximum permissible extent and each installment thereof 409A, this Agreement shall in all respects be administered in accordance with Section 409A. Each payment under this Agreement shall be treated as a separate payment for such purposespurposes of Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. Any All reimbursements or and in-kind benefits provided to Employee under this Agreement that constitute deferred compensation within the meaning of Section 409A shall be administered made or provided in accordance with the requirements of Section 409A. Within the time period permitted by Section 409A, such that: (a) Callon may, in consultation with the amount Executive, modify the Agreement in the least restrictive manner necessary and without any diminution in the value of expenses eligible for reimbursementpayments or other benefits to the Executive hereunder, or in-kind benefits providedin order to avoid the imposition of accelerated tax, during one year shall not affect additional tax and/or penalties on the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefit.Executive under Section 409A.

Compliance with Section 409A. Payments Both WM and benefits under Employee intend that this Agreement are not result in unfavorable tax consequences to Employee under Section 409A. Accordingly, Employee consents to any amendment of this Agreement WM may reasonably make consistent to achieve that intention and WM may, disregarding any other provision in this Agreement to the contrary, unilaterally execute such amendment to this Agreement. WM shall promptly provide, or make available to, Employee a copy of any such amendment. WM agrees to make any such amendments to preserve the intended benefits to be exempt from Section 409A the Employee to the maximum possible extent andpossible. This paragraph does not create an obligation on the part of WM to modify this Agreement and does not guarantee that the amounts or benefits owed under the Agreement will not be subject to interest and penalties under Section 409A. Each cash and/or stock payment and/or benefit provided under the Plan and this Agreement and/or pursuant to the terms of WM’s benefit plans, programs and policies shall be considered a separate payment for purposes of Section 409A. Notwithstanding the foregoing, it is intended that Stock Option Awards not be subject to Section 409A. For purposes of Section 409A, to the extent not exempt, are intended to comply with the requirements of Section 409A. The provisions of this Agreement shall be construed in that Employee is a manner consistent with such intent. With respect to any “deferred compensationspecified employee” within the meaning of the Treasury Regulations issued pursuant to Section 409A that is payable or commences to be payable under this Agreement solely by reason as of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, Employee experiences a “separation from service” as defined in service and to the limited extent necessary to avoid the imputation of any tax, penalty or interest pursuant to Section 409A, notwithstanding anything to the contrary in this Agreement, no amount which is subject to Section 11 409A of the Agreement Code and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment is payable on account of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of Section 409A, any such amounts that otherwise would be payable during the first six months following ’s separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on to Employee before the date (the “Delayed Payment Date”) which is the first day of the seventh month. Amounts exempt month after the Employee’s separation from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 service or, if earlier, the date of the Agreement are intended toEmployee’s death following such separation from service. All such amounts that would, and shall be construed tobut for the immediately preceding sentence, fit within the short-term deferral and separation pay exceptions to Section 409A become payable prior to the maximum permissible extent Delayed Payment Date will be accumulated and each installment thereof shall be treated as a separate payment for such purposespaid without interest on the Delayed Payment Date. Any reimbursements or in-kind benefits provided to Employee shall be administered in accordance with Section 409A, such that: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefit14.

Compliance with Section 409A. Payments It is the Company’s intent that payments and benefits under this Agreement are intended to be exempt from comply with Section 409A to the maximum possible extent and409A, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Employee shall not exempt, are intended be considered to comply have terminated employment with the requirements Company or any subsidiary or affiliate thereof for purposes of Section 409A. The provisions this Agreement unless the Employee would be considered to have incurred a Separation from Service from the Company or any of its subsidiaries or affiliates. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in a manner consistent with such intent. With respect to any “deferred compensation” this Agreement that are due within the meaning of Section 409A that is payable or commences to be payable under this Agreement solely by reason of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, Employee experiences a “separation from serviceshort-term deferral period” as defined in Section 409A, subject to Section 11 of the Agreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of 409A or any amount that constitutes “deferred compensation” except to the extent permitted other exemption under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of Section 409A, any such amounts that otherwise would be payable during the first six months following separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment thereof shall be treated as a separate payment for such purposesdeferred compensation unless applicable law requires otherwise. Any To the extent that any reimbursements or in-kind benefits provided due to the Employee shall be administered in accordance with under this Agreement constitute “deferred compensation” under Section 409A, any such that: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; reimbursements and (c) the right to reimbursement or in-kind benefits shall not be subject paid to liquidation Employee in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Employee’s Separation from Service shall instead be paid on the first business day after the date that is six months following the Employee’s Separation from Service (or death, if earlier). This Agreement may be amended in any respect deemed by the Company in good faith to exchange for another benefitbe necessary in order to preserve compliance with Section 409A without imposing any additional interest, taxes or penalties on the Employee.

Compliance with Section 409A. Payments It is intended that the severance payments and benefits provided under this Agreement are intended to Section 6 be exempt from the provisions of Section 409A to the maximum possible fullest extent andpossible. To the extent that any such payment or benefit is subject to Section 409A then, notwithstanding anything in this Agreement to the extent not exemptcontrary, are intended to comply with the requirements of Section 409A. The provisions of this Agreement shall be construed in a manner consistent with such intent. With respect to any “deferred compensation” within the meaning of Section 409A amount that is payable or commences to be becomes payable under this Agreement solely by reason of to the Employee upon the Employee’s termination of employment, employment shall not be paid unless such termination of employment constitutes a separation from service under Section 409A and payment of any severance amount under Section 6 shall be payable or not commence to be payable as soon as, and no later than, Employee experiences a until sixty (60) days after such separation from service. A “separation from service” as defined in Section 409A, subject to Section 11 of means a separation from service with the Agreement Company and subject to all other persons or entities with whom the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted would be considered a single employer under Section 409A. If the Company determines in good faith that the Employee is a “Specified Employeespecified employee” within the meaning of under Section 409A at then, to the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of extent required under Section 409A, any such amounts amount that otherwise would be payable to the Employee during the first six months six-month period following the Employee’s separation from service shall be delayed and accumulated for a suspended until the lapse of such six-month period (or, if earlier, the date of death of the Employee). The amount that otherwise would be payable to the Employee during such period of six months and suspension shall be paid in a lump sum single payment on the first day following the end of such six-month period (or, if such day is not a business day, on the next succeeding business day) or within thirty (30) days following the death of the seventh month. Amounts exempt from Section 409A Employee during such six-month period, provided that the death of the Employee during such six-month period shall not cause the acceleration of any amount that otherwise would be so delayedpayable on any date during such six-month period following the date of the Employee’s death. The Severance and Severance Benefits Any amounts not subject to the suspension described in Section 4.4.1 of the Agreement are intended to, and preceding sentence shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment thereof shall be treated paid as a separate payment for such purposes. Any reimbursements or in-kind benefits provided to Employee shall be administered in accordance with Section 409A, such that: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits otherwise provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefitthis Agreement.

Compliance with Section 409A. Payments This Letter will at all times be interpreted and benefits under this Agreement are intended to be exempt from Section 409A to the maximum possible extent and, to the extent not exempt, are intended to comply performed in accordance with the requirements of Section 409A. The provisions Notwithstanding any provision of this Agreement shall Letter to the contrary, the timing of your execution of the Release will not, directly or indirectly, result in your designating the calendar year of payment, and if a payment that is subject to execution of the Release could be construed made in a manner consistent more than one taxable year, that payment will be made in the later taxable year. Any action that may be taken (and, to the extent possible, any action actually taken) by the Company will not be taken (or will be void and without effect) if that action violates the requirements of Section 409A. Any provision in this Letter that is determined to violate the requirements of Section 409A will be void and without effect. In addition, any provision that is required to appear in this Letter in accordance with such intent. With respect to any “deferred compensation” within the meaning of Section 409A that is payable or commences not expressly set forth in this Letter will be deemed to be payable under set forth in this Agreement solely Letter and this Letter will be administered in all respects as if that provision were expressly set forth. In the event that (i) one or more payments of compensation or benefits received or to be received by reason you pursuant to this Letter (“Payment”) would constitute deferred compensation subject to Section 409A of Employee’s the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) you are deemed at the time of such termination of employmentemployment to be a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then such amount Payment shall not be payable made or commence to be payable as soon as, until the earlier of (i) six (6) months and no later than, Employee experiences a one day after the date of your “separation from service” (as such term is at the time defined in Treasury Regulations under Code Section 409A) with the Company or (ii) such earlier time permitted under Code Section 409A and the regulations or other authority promulgated thereunder; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you under Code Section 409A, subject including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Code Section 409A(a)(1)(B) in the absence of such deferral. During any period in which a Payment to Section 11 you is deferred pursuant to the foregoing, you shall be entitled to interest on the deferred 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., Wxxxx Fargo Bank, N.A. or Bank of America, N.A., on the date of such separation from service. Upon the expiration of the Agreement and subject to the six-month delay described belowapplicable deferral period, if applicable. In addition, nothing any Payment which would have otherwise been made during that period (whether in a single sum or in installments) in the Agreement shall require Company to, and Company shall not, accelerate the payment absence of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of Section 409A, any such amounts that otherwise would be payable during the first six months following separation from service this paragraph shall be delayed and accumulated for a period of six months and paid to you or your beneficiary in a one lump sum on the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment thereof shall be treated as a separate payment for such purposes. Any reimbursements or in-kind benefits provided to Employee shall be administered in accordance with Section 409A, such that: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefitincluding all accrued interest.

Compliance with Section 409A. Payments and benefits under this Agreement are intended to be exempt from Section 409A Notwithstanding anything herein to the maximum possible extent andcontrary, to (i) if on the extent not exempt, are intended to comply with the requirements of Section 409A. The provisions of this Agreement shall be construed in a manner consistent with such intent. With respect to any “deferred compensation” within the meaning of Section 409A that is payable or commences to be payable under this Agreement solely by reason date of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, employment Employee experiences is a “separation from servicespecified employee” as defined in Section 409A, subject to Section 11 409A of the Agreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company toCode, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company shall not, accelerate will defer the commencement of the payment of any amount such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the date that constitutes “deferred compensation” except to is six months following the extent date of Employee’s termination of employment (or the earliest date as is permitted under Section 409A. If Employee is a “Specified Employee” within 409A of the meaning of Section 409A at Code), (ii) any reimbursements provided under the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of Section 409A, any such amounts that otherwise would be payable during the first six months following separation from service Agreement shall be delayed and accumulated for a period made no later than the end of six months and paid Employee’s taxable year following Employee’s taxable year in a lump sum on which such expense was incurred; in addition, the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment thereof shall be treated as a separate payment for such purposes. Any reimbursements or in-kind benefits provided to Employee shall be administered in accordance with Section 409A, such that: (a) the amount of expenses amounts eligible for reimbursement, or in-kind benefits to be provided, during any one taxable year shall under this Agreement may not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; taxable year under this Agreement, and (biii) reimbursement if any other payments of eligible expenses money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be made on deferred if deferral will make such payment or before December 31 other benefits compliant under Section 409A of the year following the year in which the expense was incurred; and (c) the right to reimbursement Code, or in-kind otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does not be subject cause such an accelerated or additional tax or result in an additional cost to liquidation the Company. The Company shall consult with Employee in good faith regarding the implementation of the provisions of this Section 3.7; provided that neither the Company nor any of its employees or representatives shall have any liability to exchange for another benefitEmployee with respect thereto.

Compliance with Section 409A. Payments and benefits under this Agreement are intended to be exempt from Section 409A to the maximum possible extent and, to the extent not exempt, are intended to comply with the requirements of Section 409A. The provisions of this Agreement shall be construed in a manner consistent with such intent. With respect to any “deferred compensation” within the meaning of Section 409A that is payable or commences to be payable under this Agreement solely by reason of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, Employee experiences a “separation from service” as defined in Section 409A, subject to Section 11 of the Agreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of Section 409A, any such amounts that otherwise would be payable during the first six months following separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Contingent AP Amounts, Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment thereof shall be treated as a separate payment for such purposes. Any reimbursements or in-kind benefits provided to Employee shall be administered in accordance with Section 409A, such that: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefit.

Compliance with Section 409A. This Severance Agreement will be interpreted to avoid any penalty sanctions under section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment will be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of section 409A of the Code, all payments to be made upon a termination of employment under this Severance Agreement may only be made upon Cauwenbergh’s “separation from service” within the meaning of such term under section 409A of the Code, each payment made under this Severance Agreement will be treated as a separate payment and the right to a series of installment payments under this Severance Agreement is to be treated as a right to a series of separate payments. In no event will Cauwenbergh, directly or indirectly, designate the calendar year of payment. Cauwenbergh Severance Agreement Payments and benefits under this Agreement are intended to be exempt from Section section 409A to the maximum possible extent and, to the extent not exempt, are intended to comply with the requirements of Section 409A. The provisions of this Agreement shall be construed in a manner consistent with such intent. With respect to any “deferred compensation” within the meaning of Section 409A that is payable or commences to be payable under this Agreement solely by reason of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, Employee experiences a “separation from service” as defined in Section 409A, subject to Section 11 of the Agreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of Section 409A, any such amounts that otherwise would Code because they will be payable during the first six months following separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral rule and separation pay exceptions to Section 409A plan exception thereto; however, to the maximum permissible extent and each installment thereof shall it is determined to be treated necessary to postpone the commencement of any severance payments otherwise payable pursuant to this Agreement as a separate result of such separation from service to prevent any accelerated or additional tax under section 409A of the Code, then the Company will postpone the commencement of the payment for of any such purposespayments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Cauwenbergh) that are not otherwise excepted from section 409A of the Code, until the first payroll date that occurs after the date that is six (6) months following Cauwenbergh’s separation from service with the Company (as defined under section 409A of the Code). Any If any payments are postponed due to such requirements, such postponed amounts will be paid on the first payroll date that occurs after the date that is six (6) months following Cauwenbergh’s separation from service with the Company in a lump sum. If Cauwenbergh dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A of the Code will be paid to the personal representative of Cauwenbergh’s estate within sixty (60) days after the date of Cauwenbergh’s death. All reimbursements or and in-kind benefits provided to Employee shall under this Severance Agreement will be administered made or provided in accordance with Section 409Athe requirements of section 409A of the Code, such that: including, where applicable, the requirement that (ai) any reimbursement is for expenses incurred during Cauwenbergh’s lifetime (or during a shorter period of time specified in this Severance Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one a calendar year shall may not affect the expenses eligible for reimbursement reimbursement, or the in-kind benefits provided to be provided, in any other calendar year; , (biii) the reimbursement of an eligible expenses shall expense will be made on or before December 31 the last day of the calendar year following the year in which the expense was is incurred; , and (civ) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or to exchange for another benefit.

Compliance with Section 409A. Payments and benefits under this This Agreement are intended to be exempt from Section 409A to the maximum possible extent and, to the extent not exempt, are is intended to comply with the requirements of Section 409A. The Accordingly, all provisions of this Agreement herein shall be construed in a manner consistent and interpreted to comply with such intent. With respect Section 409A. This Agreement may be amended at any time, without the consent of any party, to any “deferred compensation” within avoid the meaning application of Section 409A in a particular circumstance or that is payable necessary or commences desirable to be payable satisfy any of the requirements under this Agreement solely by reason of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, Employee experiences a “separation from service” as defined in Section 409A, subject but the Company shall not be under any obligation to Section 11 of the Agreement and subject to the six-month delay described below, if applicablemake any such amendment. In addition, nothing Nothing in the Agreement shall require provide a basis for any person to take action against the Company toor any of its subsidiaries or affiliates based on matters covered by Section 409A, and Company shall not, accelerate including the payment tax treatment of any amount that constitutes “deferred compensation” except paid or Performance Share 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 extent permitted this Agreement, including taxes, penalties or interest imposed under Section 409A. If Employee Notwithstanding any provision to the contrary in this Agreement, if shares of Common Stock or other amounts become issuable or distributable under this Agreement by reason of the Participant’s Separation from Service and the Participant is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensationspecified employee,” within the meaning of Section 409A, any at the time of such amounts that otherwise would Separation from Service, the shares of Common Stock shall not be payable during issued or distributed to the first six months following separation from service shall be delayed and accumulated for a period Participant prior to the earlier of six months and paid in a lump sum on (i) the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 (7th) month following the 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 Share Award issued pursuant to this Agreement are intended to, and or other amounts deferred pursuant to this Section 12 shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A issued or distributed in a lump sum to the maximum permissible extent and each installment thereof shall be treated Participant. For purposes of this Agreement, “Separation from Service” means the Participant’s separation from service as a separate payment for such purposes. Any reimbursements or in-kind benefits provided to Employee shall be administered determined in accordance with Section 409A, such that: (a) 409A and the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 applicable standards of the year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefitTreasury Regulations issued thereunder.

Compliance with Section 409A. Payments Both WM and benefits under Employee intend that this Agreement are does not result in unfavorable tax consequences to Employee under Section 409A. Accordingly, Employee consents to any amendment of this Agreement WM may reasonably make consistent to achieve that intention and WM may, disregarding any other provision in this Agreement to the contrary, unilaterally execute such amendment to this Agreement. WM shall promptly provide, or make available to, Employee a copy of any such amendment. WM agrees to make any such amendments to preserve the intended benefits to be exempt from Section 409A the Employee to the maximum possible extent andpossible. This paragraph does not create an obligation on the part of WM to modify this Agreement and does not guarantee that the amounts or benefits owed under the Agreement will not be subject to interest and penalties under Section 409A. Each cash and/or stock payment and/or benefit provided under the Plan and this Agreement and/or pursuant to the terms of WM’s benefit plans, programs and policies shall be considered a separate payment for purposes of Section 409A. Notwithstanding the foregoing, it is intended that Stock Option Awards are not subject to Section 409A. For purposes of Section 409A, to the extent not exempt, are intended to comply with the requirements of Section 409A. The provisions of this Agreement shall be construed in that Employee is a manner consistent with such intent. With respect to any “deferred compensationspecified employee” within the meaning of the Treasury Regulations issued pursuant to Section 409A that is payable or commences to be payable under this Agreement solely by reason as of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, Employee experiences a “separation from service” as defined in service and to the limited extent necessary to avoid the imputation of any tax, penalty or interest pursuant to Section 409A, notwithstanding anything to the contrary in this Agreement, no amount which is subject to Section 11 409A of the Agreement Code and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment is payable on account of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of Section 409A, any such amounts that otherwise would be payable during the first six months following ’s separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on to Employee before the date (the “Delayed Payment Date”) which is the first day of the seventh month. Amounts exempt month after the Employee’s separation from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 service or, if earlier, the date of the Agreement are intended toEmployee’s death following such separation from service. All such amounts that would, and shall be construed tobut for the immediately preceding sentence, fit within the short-term deferral and separation pay exceptions to Section 409A become payable prior to the maximum permissible extent Delayed Payment Date will be accumulated and each installment thereof shall be treated as a separate payment for such purposespaid without interest on the Delayed Payment Date. Any reimbursements or in-kind benefits provided to Employee shall be administered in accordance with Section 409A, such that: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefit.​

Compliance with Section 409A. Payments and benefits under this Agreement are intended to be exempt from Section 409A to the maximum possible extent and, to the extent not exempt, are intended to comply with the requirements of Section 409A. The provisions of this Agreement shall be construed in a manner consistent with such intent. With respect to any “deferred compensation” within the meaning of Section 409A that is payable or commences to be payable under this Agreement solely by reason of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, Employee experiences a “separation from service” as defined in Section 409A, subject to Section 11 of the Agreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A at the time his her employment terminates and any amount payable to Employee by virtue of his her separation from service constitutes “deferred compensation” within the meaning of Section 409A, any such amounts that otherwise would be payable during the first six months following separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment thereof shall be treated as a separate payment for such purposes. Any reimbursements or in-kind benefits provided to Employee shall be administered in accordance with Section 409A, such that: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefit.

Compliance with Section 409A. This Severance Agreement will be interpreted to avoid any penalty sanctions under section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment will be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of section 409A of the Code, all payments to be made upon a termination of employment under this Severance Agreement may only be made upon XxxXxxx’x “separation from service” within the meaning of such term under section 409A of the Code, each payment made under this Severance Agreement will be treated as a separate payment and the right to a series of installment payments under this Severance Agreement is to be treated as a right to a series of separate payments. In no event will XxxXxxx, directly or indirectly, designate the calendar year of payment. Payments and benefits under this Agreement are intended to be exempt from Section section 409A to the maximum possible extent and, to the extent not exempt, are intended to comply with the requirements of Section 409A. The provisions of this Agreement shall be construed in a manner consistent with such intent. With respect to any “deferred compensation” within the meaning of Section 409A that is payable or commences to be payable under this Agreement solely by reason of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, Employee experiences a “separation from service” as defined in Section 409A, subject to Section 11 of the Agreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of Section 409A, any such amounts that otherwise would Code because they will be payable during the first six months following separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral rule and separation pay exceptions to Section 409A plan exception thereto; however, to the maximum permissible extent and each installment thereof shall it is determined to be treated necessary to postpone the commencement of any severance payments otherwise payable pursuant to this Agreement as a separate result of such separation from service to prevent any accelerated or additional tax under section 409A of the Code, then the Company will postpone the commencement of the payment for of any such purposespayments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to XxxXxxx) that are not otherwise excepted from section 409A of the Code, until the first payroll date that occurs after the date that is six (6) months following XxxXxxx’x separation from service with the Company (as defined under section 409A of the Code). Any If any payments are postponed due to such requirements, such postponed amounts will be paid on the first payroll date that occurs after the date that is six (6) months following XxxXxxx’x separation from service with the Company in a lump sum. If XxxXxxx dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A of the Code will be paid to the personal representative of XxxXxxx’x estate within sixty (60) days after the date of XxxXxxx’x death. All reimbursements or and in-kind benefits provided to Employee shall under this Severance Agreement will be administered made or provided in accordance with Section 409Athe requirements of section 409A of the Code, such that: including, where applicable, the requirement that (ai) any reimbursement is for expenses XxxXxxx Xxxxxxxxx Agreement incurred during XxxXxxx’x lifetime (or during a shorter period of time specified in this Severance Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one a calendar year shall may not affect the expenses eligible for reimbursement reimbursement, or the in-kind benefits provided to be provided, in any other calendar year; , (biii) the reimbursement of an eligible expenses shall expense will be made on or before December 31 the last day of the calendar year following the year in which the expense was is incurred; , and (civ) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or to exchange for another benefit.

Compliance with Section 409A. Payments and benefits under this Agreement are intended not to be exempt from Section 409A constitute deferred compensation subject to the maximum possible extent and, to the extent not exempt, are intended to comply with the requirements of Section 409A. The 409A of the Internal Revenue Code of 1986, as amended, and any applicable Treasury Regulations and other binding regulatory guidance thereunder (“Section 409A”). If and to the extent that the provisions of this Agreement are subject to Section 409A, all provisions of the Agreement shall be construed and interpreted in a manner consistent with such intent. With respect to any “deferred compensation” within the meaning of Section 409A that is payable requirements for avoiding taxes or commences to be payable under this Agreement solely by reason of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, Employee experiences a “separation from service” as defined in Section 409A, subject to Section 11 of the Agreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted penalties under Section 409A. If Employee is the Committee determines that any amounts payable hereunder will be taxable to you under Section 409A, the Committee may (i) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Agreement and/or (ii) take such other actions as the Committee determines necessary or appropriate to avoid or limit the imposition of an additional tax under Section 409A; provided, that the Committee shall have no liability to you with respect to the tax imposed by Section 409A. Each payment made under the Agreement shall be designated as a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensationseparate payment” within the meaning of Section 409A, any such if and to the extent Section 409A is applicable. Notwithstanding anything in this Plan to the contrary, the following special rule shall apply, if and to the extent required by Section 409A, in the event that (i) you are deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), (ii) amounts are payable on account of “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h) and (iii) you are employed by a public company or a controlled group affiliate thereof: no payments hereunder that otherwise would are “deferred compensation” subject to Section 409A shall be payable during made to you prior to the first date that is six (6) months following after the date of your separation from service shall or, if earlier, your date of death; following any applicable six (6) month delay, all such delayed payments will be delayed and accumulated for a period of six months and paid in a single lump sum on the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum earliest permissible extent and each installment thereof shall be treated as a separate payment for such purposes. Any reimbursements or in-kind benefits provided to Employee shall be administered in accordance with Section 409A, such that: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefitdate.

Compliance with Section 409A. Payments The intent of the parties is that payments and benefits under this Agreement are intended to be exempt from comply with Section 409A to of the maximum possible extent andInternal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”), to the extent applicable, and this Agreement be interpreted and administered to be in compliance with Section 409A. Notwithstanding anything in this Agreement to the contrary, the Employee shall not exempt, are intended be considered to comply have terminated employment with the requirements Bank for purposes of Section 409A. The provisions of this Agreement shall be construed in a manner consistent with such intent. With respect to any “deferred compensation” within the meaning of Section 409A that is payable or commences to be payable payments under this Agreement solely by reason of Employee’s termination of employment, such amount shall which are subject to Section 409A until the Employee would be payable or commence considered to be payable as soon as, and no later than, Employee experiences have a “separation from service” as defined in Section 409A, subject to Section 11 of from the Agreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” Bank within the meaning of Section 409A at 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate and distinct payment for purposes of Section 409A. To the time his employment terminates and any amount payable extent required to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of avoid accelerated taxation and/or tax penalties under Section 409A, any such amounts that would otherwise would be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between the Employee and the Bank during the first six months (6) month period immediately following the Employee’s separation from service shall instead be delayed and accumulated for a period of six months and paid in a lump sum on the first business day after the date that is six (6) months following the Employee’s separation from service. The Bank makes no representation that any or all of the seventh month. Amounts payments described in this Agreement will be exempt from or comply with Section 409A shall not be so delayed. 409A. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment thereof shall be treated as a separate payment for such purposes. Any reimbursements or in-kind benefits provided to Employee shall be administered in accordance solely responsible for the payment of any taxes, penalties, interest or other expenses incurred by the Employee on account of non-compliance with Section 409A409A. In witness thereof, such thatthe parties have executed this Agreement to be effective on the 1st of January, 2022. EMPLOYEE /s/ Symon A. Xxxxxxx Symon A. Xxxxxxx (herein called the “Employee”) BANK OF GUAM By: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefit./s/ Jxxxxxx P.L.G. Cxxx Xxxxxxx P.L.G. Cxxx Its Authorized Representative

Compliance with Section 409A. Payments The intent of the parties is that payments and benefits under this Agreement are intended comply with, or be exempt from, Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt in compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment or installment in a series of payments under this Agreement shall be treated as a separate payment of compensation. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A to the maximum possible extent andnecessary to avoid the imposition of penalty taxes on you pursuant to Section 409A. In no event may you, directly or indirectly, designate the calendar year of any payment under this Agreement, and to the extent required by Section 409A, any payment that may be paid in more than one taxable year (depending on the time that you execute this Agreement) shall be paid in the later taxable year. In no event shall McDonald’s be liable for any additional tax, interest or penalty that may be imposed on you by Section 409A or otherwise or for damages for failing to comply with Section 409A. If McDonald’s, on the advice of counsel, reasonably believes that this Agreement, or any benefit hereunder, is subject to and does not exempt, are intended to comply with the requirements of Section 409A. The provisions 409A, the parties shall cooperate in good faith to take such steps as are reasonably necessary and appropriate, including amending this Agreement, to avoid the imposition of this Agreement shall be construed in a manner consistent with such intent. With respect to any “deferred compensation” within the meaning of Section 409A that is payable or commences penalty while maintaining to the maximum extent possible, the economic benefits provided to you in this Agreement. If you are deemed on your Termination Date to be payable under this Agreement solely by reason of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, Employee experiences a “separation from service” as defined in Section 409A, subject to Section 11 of the Agreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensationspecified employee” within the meaning of Section 409A, then with regard to any such amounts payment or the provision of any benefit that otherwise would be is considered “nonqualified deferred compensation” under Section 409A payable during the first six months following on account of a “separation from service service,” to the extent required by Section 409A, such payment or benefit shall be made or provided on the date which is the earlier of (a) the expiration of the six (6)-month period measured from the date of your “separation from service,” and (b) the date of your death, to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed and accumulated for a period of six months and pursuant to this section shall be paid or reimbursed to you in a lump sum on the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, all remaining payments and benefits due (if any) shall be construed topaid or provided in accordance with the normal payment dates. With regard to any reimbursement of costs and expenses or in-kind benefits, fit within except as permitted by Section 409A, (i) the short-term deferral and separation pay exceptions right to Section 409A to the maximum permissible extent and each installment thereof shall be treated as a separate payment for such purposes. Any reimbursements reimbursement or in-kind benefits provided shall not be subject to Employee shall be administered in accordance with Section 409Aliquidation or exchange for another benefit, such that: (aii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or the in-kind benefits provided to be provided, in any other taxable year; , (biii) reimbursement of eligible expenses such payments shall be made on or before December 31 the last day of the your taxable year following the taxable year in which the expense was incurred; occurred and (civ) any reimbursement is for expenses incurred during your lifetime (or during a shorter period of time specified in this Agreement). I have read and understand this Agreement. By signing below, I hereby fully and freely agree to abide by the right to reimbursement or inpromises, releases, and obligations set forth above. Employee Signature: /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxxx Date: October 13, 2020 Re-kind benefits shall not be subject to liquidation or to exchange for another benefit.Execution By Employee as Required by Sections 11, 33 and 34 Employee Signature: /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxxx Date: XxXxxxxx’x Corporation Signature: /s/ Xxxxx X. Xxxxxxx Name (print): Xxxxx X. Xxxxxxx Title: EVP, Global Chief People Officer Date: October 14, 2020 Attachment A: Intellectual Property

Compliance with Section 409A. Payments and benefits under this Agreement are intended to be exempt from Section 409A Notwithstanding anything herein to the maximum possible extent andcontrary, to if on the extent not exempt, End Date you are intended to comply with the requirements of Section 409A. The provisions of this Agreement shall be construed in a manner consistent with such intent. With respect to any “deferred compensation” within the meaning of Section 409A that is payable or commences to be payable under this Agreement solely by reason of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, Employee experiences a “separation from servicespecified employee” as defined in Section 409A, subject to Section 11 409A of the Agreement Internal Revenue Code of 1986, as amended (the “Code”), and subject the U.S. Department of Treasury regulations and other interpretive guidance issued thereunder (collectively, “Section 409A”), and the deferral of the commencement of any payments or benefits otherwise payable hereunder or pursuant to any other agreement with the Company as a result of such termination of employment is necessary in order to prevent any prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred under this Section 21 shall be paid or distributed to you in a lump sum on the earlier of (a) the date that is six months following the End Date, (b) a date that is no later than 30 days after the date of your death, or (c) the earliest date as is permitted under Section 409A. For purposes of clarity, the six-month delay described below, if applicable. In addition, nothing shall not apply in the Agreement shall require Company to, and Company shall not, accelerate the payment case of any amount that constitutes “deferred compensation” except severance pay contemplated by Treas. Reg. Section 1.409A-1(b)(9)(iii) to the extent permitted of the limits set forth therein. Any remaining payments due under this Agreement shall be paid as otherwise provided herein. If any other payments of money or other benefits due to you under this Agreement could cause the application of an accelerated or additional tax under Section 409A. If Employee 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined jointly by the Company and you, that is a “Specified Employee” within the meaning reasonably expected not to cause such an accelerated or additional tax. For purposes of Section 409A 409A, your right to receive installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such payment made under this Agreement shall at the time his employment terminates all times be considered a separate and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” distinct payment within the meaning of Section 409A, any such amounts that otherwise would be payable during the first six months following and references in this Section 21 to your “termination of employment” shall refer to your “separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on service” with the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit Company within the short-term deferral meaning of Treas. Reg. Section 409A-1(h) and separation pay exceptions to Section 409A to any successor provision. To the maximum permissible extent and each installment thereof shall be treated as a separate payment for such purposes. Any that any reimbursements or in-kind benefits provided due to Employee shall be administered in accordance with you under this Agreement constitute “deferred compensation” under Section 409A, any such that: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement reimbursements or in-kind benefits shall not be subject paid to liquidation or you in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). To the maximum extent permitted by applicable law, the amounts payable to exchange for another benefit.you under this Agreement shall be made in reliance upon Treas. Reg. Section 1.409A-1(b)(9)

Compliance with Section 409A. Payments and In the event that (i) one or more payments of compensation or benefits under this Agreement are intended received or to be exempt from received by you pursuant to this Letter (“Payment”) would constitute deferred compensation subject to Section 409A to of the maximum possible extent andInternal Revenue Code of 1986, to as amended (the extent not exempt, “Code”) and (ii) you are intended to comply with deemed at the requirements time of Section 409A. The provisions such termination of this Agreement shall be construed in a manner consistent with such intent. With respect to any “deferred compensation” within the meaning of Section 409A that is payable or commences employment to be payable a “specified employee” under this Agreement solely by reason Section 409A(a)(2)(B)(i) of Employee’s termination of employmentthe Code, then such amount Payment shall not be payable made or commence to be payable as soon as, until the earlier of (i) six (6) months and no later than, Employee experiences a one day after the date of your “separation from service” (as such term is at the time defined in Treasury Regulations under Code Section 409A) with the Company or (ii) such earlier time permitted under Code Section 409A and the regulations or other authority promulgated thereunder; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you under Code Section 409A, subject including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Code Section 409A(a)(1)(B) in the absence of such deferral. During any period in which a Payment to Section 11 you is deferred pursuant to the foregoing, you shall be entitled to interest on the deferred 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, N.A., on the date of such separation from service. Upon the expiration of the Agreement and subject to the six-month delay described belowapplicable deferral period, if applicable. In addition, nothing any Payment which would have otherwise been made during that period (whether in a single sum or in installments) in the Agreement shall require Company to, and Company shall not, accelerate the payment absence of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of Section 409A, any such amounts that otherwise would be payable during the first six months following separation from service this paragraph shall be delayed and accumulated for a period of six months and paid to you or your beneficiary in a one lump sum on the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment thereof shall be treated as a separate payment for such purposes. Any reimbursements or in-kind benefits provided to Employee shall be administered in accordance with Section 409A, such that: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefitincluding all accrued interest.

Compliance with Section 409A. Payments and benefits under this Agreement are intended to be exempt from Section 409A to It is the maximum possible extent and, to the extent not exempt, are intended to comply with the requirements of Section 409A. The provisions intent of this Agreement that no payment to Executive shall be construed result in a manner consistent with such intent. With respect to any “nonqualified deferred compensation” within the meaning of Section 409A 409A. However, if all or a portion of the payments set forth in this Agreement meet the definition of nonqualified deferred compensation, the Company intends that is payable or commences such payments be made in a manner that complies with Section 409A. The Company shall be entitled to take reasonable steps to fulfill this intent, including, but not limited to, making any amendments to this Agreement as may be payable necessary to comply with the provisions of Section 409A, in each case, without the consent of Executive. Notwithstanding the foregoing, the Company does not make any representation that the benefits provided under this Agreement solely by reason of Employee’s termination of employment, such amount shall will be payable or commence exempt from Section 409A and makes no undertakings to be payable as soon as, and no later than, Employee experiences a “separation preclude Section 409A from service” as defined in Section 409A, subject to Section 11 of the Agreement and subject applying to the six-month delay described below, if applicablebenefits provided under this Agreement. In addition, nothing in the Agreement shall require Company to, and Company a delay of payment shall not, accelerate in and of itself, constitute a violation of the payment of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning deferral or distribution requirements of Section 409A or a breach of this Agreement if, based on the Company’s reasonable understanding, such payment would limit the ability of the Company to take a deduction under Section 162(m) of the Code; provided that payment shall be made at the time his employment earliest date at which the Company reasonably anticipates that the deduction of the payment amount will not be limited by application of Section 162(m) of the Code or by the end of the calendar year in which Executive terminates and any amount payable to Employee by virtue employment. For purposes of his separation from service constitutes “deferred compensation” within applying the meaning provisions of Section 409A, any such amounts that otherwise would be payable during the first six months following separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions each separately identified amount to Section 409A to the maximum permissible extent and each installment thereof which Executive is entitled shall be treated as a separate payment. The time or schedule of any payment for or amount scheduled to be paid pursuant to the terms of this Agreement may not be accelerated except as otherwise permitted under Section 409A. Furthermore, if any payments are to be made within a specified period of time or during a calendar year, the date of such purposes. Any reimbursements or in-kind benefits provided to Employee payment shall be administered in accordance with Section 409A, such thatthe sole discretion of the Company. Payment or reimbursement of expenses incurred by Executive pursuant to this Agreement shall be made promptly and in no event later than the earlier of: (ai) December 31st of the year following the year in which such expenses were incurred or (ii) 15 days following the date on which Executive submits such amount to the Company for payment, and the amount of such expenses eligible for payment or reimbursement, or in-kind benefits provided, during one in any year shall not affect the amount of such expenses eligible for reimbursement payment or the reimbursement, or in-kind benefits provided to be provided, in any other year; (b, except for any limit on the amount of expenses that may be reimbursed under an arrangement described in Section 105(b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the Code. Additionally, any right to expense reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefit.

Compliance with Section 409A. Payments and benefits under this Agreement are intended to be exempt from Section 409A to It is the maximum possible extent and, to the extent not exempt, are intended to comply with the requirements of Section 409A. The provisions intent of this Agreement that no payment to Employee shall be construed result in a manner consistent with such intent. With respect to any “nonqualified deferred compensation” within the meaning of Section 409A 409A. However, if all or a portion of the payments set forth in this Agreement meet the definition of nonqualified deferred compensation, the Company intends that is payable or commences such payments be made in a manner that complies with Section 409A. The Company shall be entitled to take reasonable steps to fulfill this intent, including, but not limited to, making any amendments to this Agreement as may be payable necessary to comply with the provisions of Section 409A, in each case, without the consent of Employee. Notwithstanding the foregoing, the Company does not make any representation that the benefits provided under this Agreement solely by reason of Employee’s termination of employment, such amount shall will be payable or commence exempt from Section 409A and makes no undertakings to be payable as soon as, and no later than, Employee experiences a “separation preclude Section 409A from service” as defined in Section 409A, subject to Section 11 of the Agreement and subject applying to the six-month delay described below, if applicablebenefits provided under this Agreement. In addition, nothing in the Agreement shall require Company to, and Company a delay of payment shall not, accelerate in and of itself, constitute a violation of the payment of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning deferral or distribution requirements of Section 409A or a breach of this Agreement if, based on the Company’s reasonable understanding, such payment would limit the ability of the Company to take a deduction under Section 162(m) of the Code; provided that payment shall be made at the time his employment earliest date at which the Company reasonably anticipates that the deduction of the payment amount will not be limited by application of Section 162(m) of the Code or by the end of the calendar year in which Employee terminates and any amount payable to Employee by virtue employment. For purposes of his separation from service constitutes “deferred compensation” within applying the meaning provisions of Section 409A, any such amounts that otherwise would be payable during the first six months following separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions each separately identified amount to Section 409A to the maximum permissible extent and each installment thereof which Employee is entitled shall be treated as a separate payment. The time or schedule of any payment for or amount scheduled to be paid pursuant to the terms of this Agreement may not be accelerated except as otherwise permitted under Section 409A. Furthermore, if any payments are to be made within a specified period of time or during a calendar year, the date of such purposes. Any reimbursements or in-kind benefits provided to Employee payment shall be administered in accordance with Section 409A, such that: (a) the amount sole discretion of the Company. Payment or reimbursement of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses incurred by Employee pursuant to this Agreement shall be made on or before promptly and in no event later than December 31 of the year following the year in which such expenses were incurred, and the expense was incurred; and (c) amount of such expenses eligible for payment or reimbursement, or in-kind benefits provided, in any year shall not affect the amount of such expenses eligible for payment or reimbursement, or in-kind benefits to be provided, in any other year, except for any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b). Additionally, any right to expense reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefit.

Compliance with Section 409A. Payments The intent of the parties is that payments and benefits under this Agreement are intended to be exempt from comply with Section 409A to of the maximum possible extent andInternal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”), to the extent applicable, and this Agreement be interpreted and administered to be in compliance with Section 409A. Notwithstanding anything in this Agreement to the contrary, the Employee shall not exempt, are intended be considered to comply have terminated employment with the requirements Bank for purposes of Section 409A. The provisions of this Agreement shall be construed in a manner consistent with such intent. With respect to any “deferred compensation” within the meaning of Section 409A that is payable or commences to be payable payments under this Agreement solely by reason of Employee’s termination of employment, such amount shall which are subject to Section 409A until the Employee would be payable or commence considered to be payable as soon as, and no later than, Employee experiences have a “separation from service” as defined in Section 409A, subject to Section 11 of from the Agreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” Bank within the meaning of Section 409A at 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate and distinct payment for purposes of Section 409A. To the time his employment terminates and any amount payable extent required to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of avoid accelerated taxation and/or tax penalties under Section 409A, any such amounts that would otherwise would be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between the Employee and the Bank during the first six months (6) month period immediately following the Employee’s separation from service shall instead be delayed and accumulated for a period of six months and paid in a lump sum on the first business day after the date that is six (6) months following the Employee’s separation from service. The Bank makes no representation that any or all of the seventh month. Amounts payments described in this Agreement will be exempt from or comply with Section 409A shall not be so delayed. 409A. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment thereof shall be treated as a separate payment for such purposes. Any reimbursements or in-kind benefits provided to Employee shall be administered in accordance solely responsible for the payment of any taxes, penalties, interest or other expenses incurred by the Employee on account of non-compliance with Section 409A409A. In witness thereof, such thatthe parties have executed this First Amendment to be effective on the date written below. DATED: (a) the amount of expenses eligible for reimbursementJuly 1, or in-kind benefits provided2019 EMPLOYEE: /s/ Fxxxxxxxx X. Xxxxxx Fxxxxxxxx X. Xxxxxx Date: July 1, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefit.2019 BANK OF GUAM By: /s/ Jxxxxxx P.L.G. Cxxx Xxxxxxx P.L.G. Cxxx Its Authorized Representative

Compliance with Section 409A. Payments and benefits under this Agreement are intended to be exempt from Section 409A to the maximum possible extent and, to the extent not exempt, are intended to comply with the requirements of Section 409A. The provisions of this Agreement shall be construed in a manner consistent with such intent. With respect to any “deferred compensation” within the meaning of Section 409A that is payable or commences to be payable under this Agreement solely by reason of the Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, the Employee experiences a “separation from service” as defined in Section 409A, subject to Section 11 of the Agreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require the Company to, and the Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If the Employee is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to the Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of Section 409A, any such amounts that otherwise would be payable during the first six months following separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment thereof shall be treated as a separate payment for such purposes. Any reimbursements or in-kind benefits provided to the Employee shall be administered in accordance with Section 409A, such that: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefit.

Compliance with Section 409A. Payments and benefits under this Agreement are intended to be exempt from Section 409A to the maximum possible extent and, to the extent not exempt, are intended to comply with the requirements of Section 409A. The provisions of this Agreement shall be construed in a manner consistent with such intent. With respect to any “deferred compensation” within the meaning of Section 409A that is payable or commences to be payable under this Agreement solely by reason of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, Employee experiences a “separation from service” as defined in Section 409A, subject to this Section 11 of the Agreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of Section 409A, any such amounts that otherwise would be payable during the first six months following separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance, Severance Benefits, and Severance Benefits described in Section 4.4.1 Accelerated Vesting or End of the Agreement Term Accelerated Vesting, as applicable, are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment thereof shall be treated as a separate payment for such purposes. Any reimbursements or in-kind benefits provided to Employee shall be administered in accordance with Section 409A, such that: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefit.

Compliance with Section 409A. Payments and benefits under this Agreement are intended to be exempt from Section 409A Notwithstanding anything herein to the maximum possible extent andcontrary, to if on the extent not exempt, End Date you are intended to comply with the requirements of Section 409A. The provisions of this Agreement shall be construed in a manner consistent with such intent. With respect to any “deferred compensation” within the meaning of Section 409A that is payable or commences to be payable under this Agreement solely by reason of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, Employee experiences a “separation from servicespecified employee” as defined in Section 409A, subject to Section 11 409A of the Agreement Internal Revenue Code of 1986, as amended (the “Code”), and subject the U.S. Department of Treasury regulations and other interpretive guidance issued thereunder (collectively, “Section 409A”), and the deferral of the commencement of any payments or benefits otherwise payable hereunder or pursuant to any other agreement with the Company as a result of such termination of employment is necessary in order to prevent any prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred under this Section 20 shall be paid or distributed to you in a lump sum on the earlier of (a) the date that is six months following the End Date, (b) a date that is no later than 30 days after the date of your death, or (c) the earliest date as is permitted under Section 409A. For purposes of clarity, the six-month delay described below, if applicable. In addition, nothing shall not apply in the Agreement shall require Company to, and Company shall not, accelerate the payment case of any amount that constitutes “deferred compensation” except severance pay contemplated by Treas. Reg. Section 1.409A-1(b)(9)(iii) to the extent permitted of the limits set forth therein. Any remaining payments due under this Agreement shall be paid as otherwise provided herein. If any other payments of money or other benefits due to you under this Agreement could cause the application of an accelerated or additional tax under Section 409A. If Employee 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined jointly by the Company and you, that is a “Specified Employee” within the meaning reasonably expected not to cause such an accelerated or additional tax. For purposes of Section 409A 409A, your right to receive installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such payment made under this Agreement shall at the time his employment terminates all times be considered a separate and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” distinct payment within the meaning of Section 409A, and references in this Section 20 to your “termination of employment” shall refer to your “separation from service” with the Company within the meaning of Treas. Reg. Section 409A-1(h) and any successor provision. To the extent that any reimbursements or in- kind benefits due to you under this Agreement constitute “deferred compensation” under Section 409A, any such amounts that otherwise would be payable during the first six months following separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment thereof shall be treated as a separate payment for such purposes. Any reimbursements or in-kind benefits provided to Employee shall be administered paid to you in accordance a manner consistent with Treas. Reg. Section 409A1.409A-3(i)(1)(iv). To the maximum extent permitted by applicable law, such that: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses amounts payable to you under this Agreement shall be made on in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (with respect to separation pay plans) or before December 31 Treas. Reg. Section 1.409A-1(b)(4) (with respect to short-term deferrals). The Company shall consult with you in good faith regarding the implementation of the year following provisions of this Section 20, provided that neither the year in which Company nor any of its employees or representatives shall have any liability to you with respect thereto. [The signature page follows on the expense was incurred; next page.] To indicate your agreement to and (c) acceptance of the right terms, conditions and provisions of this Agreement and the Waiver, please sign both copies of this Agreement and the Waiver and return one copy of each document to reimbursement or in-kind benefits shall not be subject me. The other copy of each document is for your files. Verso Corporation /s/ St. Xxxx Xxxxxxxxx By: St. Xxxx Xxxxxxxxx Vice President, Legal and Corporate Affairs Date: September 30, 2020 Agreed to liquidation or to exchange for another benefit.and Accepted: /s/ Xxxx St. Xxxx Xxxx St. Xxxx Date: September 30, 2020 EXHIBIT A VERSO CORPORATION 0000 Xxxxxx Xxxxx Xxxxx Xxxxxxxxxx, Xxxx 00000

Compliance with Section 409A. Payments Both WM and benefits under Employee intend that this Agreement are does not result in unfavorable tax consequences to Employee under Section 409A. Accordingly, Employee consents to any amendment of this Agreement WM may reasonably make consistent to achieve that intention and WM may, disregarding any other provision in this Agreement to the contrary, unilaterally execute such amendment to this Agreement. WM shall promptly provide, or make available to, Employee a copy of any such amendment. WM agrees to make any such amendments to preserve the intended benefits to be exempt from Section 409A the Employee to the maximum possible extent andpossible. This paragraph does not create an obligation on the part of WM to modify this Agreement and does not guarantee that the amounts or benefits owed under the Agreement will not be subject to interest and penalties under Section 409A. Each cash and/or stock payment and/or benefit provided under the Plan and this Agreement and/or pursuant to the terms of WM’s benefit plans, programs and policies shall be considered a separate payment for purposes of Section 409A. Notwithstanding the foregoing, it is intended that Stock Option Awards are not subject to Section 409A. For purposes of Section 409A, to the extent not exempt, are intended to comply with the requirements of Section 409A. The provisions of this Agreement shall be construed in that Employee is a manner consistent with such intent. With respect to any “deferred compensationspecified employee” within the meaning of the Treasury Regulations issued pursuant to Section 409A that is payable or commences to be payable under this Agreement solely by reason as of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, Employee experiences a “separation from service” as defined in service and to the limited extent necessary to avoid the imputation of any tax, penalty or interest pursuant to Section 409A, notwithstanding anything to the contrary in this Agreement, no amount which is subject to Section 11 409A of the Agreement Code and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment is payable on account of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of Section 409A, any such amounts that otherwise would be payable during the first six months following ’s separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on to Employee before the date (the “Delayed Payment Date”) which is the first day of the seventh month. Amounts exempt month after the Employee’s separation from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 service or, if earlier, the date of the Agreement are intended toEmployee’s death following such separation from service. All such amounts that would, and shall be construed tobut for the immediately preceding sentence, fit within the short-term deferral and separation pay exceptions to Section 409A become payable prior to the maximum permissible extent Delayed Payment Date will be accumulated and each installment thereof shall be treated as a separate payment for such purposes. Any reimbursements or in-kind benefits provided to Employee shall be administered in accordance with Section 409A, such that: (a) paid without interest on the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefitDelayed Payment Date.

Compliance with Section 409A. Payments and benefits under this Agreement are intended to be exempt from Section 409A to the maximum possible extent and, to the extent not exempt, are intended to comply with the requirements of Section 409A. The provisions of this Agreement shall be construed in a manner consistent with such intent. With respect to any “deferred compensation” within the meaning of Section 409A that is payable or commences to be payable under this Agreement solely by reason of Employee’s termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, Employee experiences a “separation from service” as defined in Section 409A, subject to Section 11 of the this Agreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent permitted under Section 409A. If Employee is a “Specified Employee” within the meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of his separation from service constitutes “deferred compensation” within the meaning of Section 409A, any such amounts that otherwise would be payable during the first six months following separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month. Amounts exempt from Section 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement Benefits, as applicable, are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment thereof shall be treated as a separate payment for such purposes. Any reimbursements or in-kind benefits provided to Employee shall be administered in accordance with Section 409A, such that: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefit. The Company makes no representation or warranty and shall have no liability to Employee or to any other person if any of the provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but that do not satisfy an exemption from, or the conditions of, that section.