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

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer 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 this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s death.

Internal Revenue Code Section 409A. The Parties intend that Notwithstanding any provision of this Agreement, this Agreement will shall be administered in accordance construed and interpreted to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code and all or regulations promulgated thereunder (“thereunder. For purposes of the limitations on nonqualified deferred compensation under Section 409A”). To 409A of the extent that any provision Code, each payment of this compensation under the Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such treated as a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof separate payment of compensation for purposes of this Agreement unless Executive would be considered to have incurred a “applying the Section 409A of the Code deferral election rules and the exclusion from Section 409A of the Code for certain short-term deferral amounts. Any amounts payable solely on account of an involuntary separation from service” service within the meaning of Section 409A of the Code shall be excludible from the Employer requirements of Section 409A of the Code, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. If, as of the Date of Termination, Executive is a "specified employee" as determined by the Company, then to the extent that any of its subsidiaries amount or Affiliates. Each amount to benefit that would be paid or benefit provided to be provided Executive under this Agreement shall be construed within six (6) months of his "separation from service" (as a separate identified payment determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A, 409A and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” considered for purposes of Section 409A409A to be owed to Executive by virtue of his separation from service, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, then such portion of Executive’s benefits shall amount or benefit will not be paid or provided to Executive prior to during the earlier of (a) the expiration of the six-(6) six-month period measured from following the date of Executive’s 's separation from service and instead shall be paid or provided on the first business day that is at least seven (b7) months following the date of Executive’s death's separation from service, except to the extent that, in the Company's reasonable judgment, payment during such six-month period would not cause Executive to incur additional tax, interest or penalties under Section 409A. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Internal Revenue Code Section 409A. The Parties Cortland Bancorp and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments or benefits under this Agreement will be administered result in accordance with Section 409A additional tax or interest to the Executive because of the Code and all regulations promulgated thereunder (“Section section 409A”). To the extent that , then despite any provision of this Agreement to the contrary the Executive shall not be entitled to the payments or benefits until the earliest of (x) the date that is ambiguous at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments or benefits are delayed under this provision, the entire amount of the delayed payments shall be paid to its compliance with Section the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the provision shall nevertheless be read applied in such a manner so that all payments hereunder are either exempt or comply consistent with Section 409A. The Parties agree that those requirements. If any provision of this Agreement may be amendedwould subject the Executive to additional tax or interest under section 409A, as reasonably requested by either PartyCortland Bancorp shall reform the provision. However, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein Cortland Bancorp shall maintain to the contrarymaximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive and Cortland Bancorp shall not be considered required to have terminated employment with the Employer or incur any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided under this Agreement shall be construed additional compensation expense as a separate identified payment for purposes result of Section 409A, and any payments described the reformed provision. References in this Agreement that are due within to section 409A of the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing Internal Revenue Code of 1986 include rules, regulations, and notwithstanding anything contained herein to the contrary, if Executive is deemed guidance of general application issued by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion Department of the benefits to which Executive is entitled Treasury under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s death.Internal Revenue Code section 409A.

Internal Revenue Code Section 409A. The Parties intend It is intended that all of the severance benefits and other payments payable under this Agreement will be administered in accordance with satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A of the Code provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and all regulations promulgated thereunder 1.409A-1(b)(9) (“Section 409A”), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified Executive” for purposes of Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of Executive’s Separation from Service, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 23 shall be paid in a lump sum to Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the 60th day following the Separation from Service, regardless of when the Release actually becomes effective. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. 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 reimbursable to Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer 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 paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for purposes reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of Section 409A, and any the payments described in this Agreement that are due within the “short term deferral period” as defined in will be exempt from or comply with Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein makes no undertaking to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation preclude Section 409A from service applying to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathpayment.

Internal Revenue Code Section 409A. The Parties intend that parties to this Agreement will intend for the payments to satisfy the short-term deferral exception under Section 409A of the Code or, in the case of medical, dental and life insurance benefits, not constitute deferred compensation (since such amounts are not taxable to the Executive). However, notwithstanding anything to the contrary in this Agreement, to the extent payments do not meet the short-term deferral exception of Section 409A of the Code and, in the event the Executive is a “Specified Employee” (as defined herein) no payment shall be administered made to the Executive under this Agreement prior to the first day of the seventh month following termination of employment in accordance excess of the “permitted amount” under Section 409A of the Code. For these purposes the “permitted amount” shall be an amount that does not exceed two times the lesser of: (A) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the calendar year preceding the year in which the Executive terminates employment, or (B) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Section 401(a)(17) of the Code for the calendar year in which occurs the termination of employment occurs. The payment of the “permitted amount” shall be made within five (5) business days of the termination of employment. Any payment in excess of the permitted amount shall be made to the Executive on the first day of the seventh month following the Executive’s termination of employment. “Specified Employee” shall be interpreted to comply with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such mean a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” key employee within the meaning of Section 409A from 416(i) of the Employer or any of its subsidiaries or Affiliates. Each amount Code (without regard to be paid or benefit to be provided under this Agreement paragraph 5 thereof), but an individual shall be construed as a separate identified payment for purposes “Specified Employee” only if the Company is a publicly-traded institution or the subsidiary of Section 409A, and any payments described a publicly-traded holding company. References in this Agreement that are due within the “short term deferral period” as defined in to Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting of the foregoing Code include rules, regulations, and notwithstanding anything contained herein to the contrary, if Executive is deemed guidance of general application issued by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion Department of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive Treasury under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration 409A of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathCode.

Internal Revenue Code Section 409A. The Parties intend that Notwithstanding anything stated herein to the contrary, the severance pay provided in connection with your Involuntary Termination under this Agreement will Section 4 is intended to be administered in accordance with exempt from Internal Revenue Code (“Code”) Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) and to the extent it is exempt pursuant to such section it shall in any event be paid no later than the last day of your second taxable year following the taxable year in which your Involuntary Termination has occurred; provided that, to the extent that such severance and any other payments paid to you in connection with your Involuntary Termination does not qualify or otherwise exceeds the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, the portion of the Code and all regulations promulgated thereunder severance pay that does not qualify or otherwise exceeds such limit, as determined by the Company in its sole discretion, shall be paid by no later than the fifteenth (“15th) day of the third (3rd) month following the end of your first tax year in which your Involuntary Termination occurs, or, if later, the fifteenth (15th) day of the third (3rd) month following the end of the Company’s first tax year in which your Involuntary Termination occurs, as provided in Treasury Regulation Section 409A”1.409A-1(b)(4). To the extent that any provision of this Agreement is ambiguous as to its compliance with COBRA payment premiums set forth in Section 4(b) or 4(c) above are not exempt from Code Section 409A, then (i) the provision benefits provided during any calendar year may not affect the benefits to be provided in any other calendar year; (ii) any payment of COBRA premiums shall be read made on or before the earlier of the last day of the calendar year following the calendar year in which the COBRA premium expense was incurred and the end of the second calendar year following the year of the Involuntary Termination; and (iii) the right to such a manner so that all payments hereunder are either exempt benefits shall not be subject to liquidation or comply exchange for another benefit. Notwithstanding the above, if any of the severance pay provided in connection with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary your Involuntary Termination does not qualify for any reason to be exempt from or fully comply with Code Section 409A in order pursuant to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Treasury Regulation Section 409A, Executive shall not be considered to have terminated employment with the Employer 1.409A-1(b)(9)(iii) or Treasury Regulation Section 1.409A-1(b)(4) or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer 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, other applicable exemption and any payments described in this Agreement that you are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer Company at the time of Executive’s separation from service your Involuntary Termination to be a “specified employee,” for purposes as defined in Treasury Regulation Section 1.409A-1(i), each such severance payment shall not be made or commence until the date which is the first (1st) business day of the seventh (7th) month after your Involuntary Termination and the installments that otherwise would have been paid during the first six (6) months after your Involuntary Termination shall be paid in a lump sum on the first (1st) business day of the seventh (7th) month after your Involuntary Termination, with any remaining severance pay to be paid in accordance with the schedule set forth in Section 409A4(b) or 4(c) above, as applicable. Such deferral shall only be effected to the extent delayed commencement of any portion required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) federal tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the benefits to which Executive is entitled under this Agreement is required Code in order to avoid the imposition absence of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathdeferral.

Internal Revenue Code Section 409A. Anything in this Agreement to the contrary notwithstanding, if at the time of Employee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Company determines that Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that Employee becomes entitled to under this Agreement on account of Employee’s separation from service would be considered deferred compensation and otherwise subject to the 20 percent (20%) additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such Payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after Employee’s separation from service, or (B) Employee’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by Employee during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. To the extent such in-kind benefit is subject to Section 409A of the Code, 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 (except for any lifetime or other aggregate limitation applicable to medical expenses) and such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon Employee’s termination of employment, then such payments or benefits shall be payable only upon Employee’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”)Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A409A of the Code, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. 409A of the Code. Each Payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The Parties agree that this Agreement may be amended, as reasonably requested by either Party, and as may be necessary to be exempt from or fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer 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 this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s death.

Internal Revenue Code Section 409A. The Parties intend that compensation and benefits payable under this Agreement will be administered in accordance with Section 409A of the Code and all regulations promulgated thereunder (are not intended to constitute “Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from servicenonqualified deferred compensation” within the meaning of Section 409A from (“Section 409A”) of the Employer or Internal Revenue Code of 1986, as amended and the Treasury Regulations thereunder. However, notwithstanding any provision of its subsidiaries or Affiliates. Each amount this Agreement to be paid or benefit to be provided under the contrary, this Agreement shall be interpreted, construed as and administered in a separate identified payment for purposes manner that satisfies the requirements of Section 409A, 409A and any payments described payment or provision hereunder that would otherwise result in the application of taxes under Section 409A at any time may be modified in the sole discretion of the Company to the extent necessary for this Agreement that are due within the “short term deferral period” as defined in and such payment to comply with and avoid taxation under Section 409A and the Treasury Regulations thereunder or an exemption therefrom, including any such modifications with retroactive effect, as necessary, provided, however, that nothing herein shall, or shall not be treated construed so as deferred compensation unless applicable law requires otherwiseto, obligate the Company to make any such modification or indemnify or hold harmless any party for any failure to do. Without limiting the foregoing and notwithstanding anything contained herein generality of the foregoing, no compensation or benefits payable under this Agreement, including without limitation any Severance, shall be paid to Executive during the contrary, 6-month period following Executive’s Separation from Service if Executive is deemed by the Employer Company determines that paying such amounts at the time or times indicated herein would cause Executive to incur additional taxes under Section 409A. If the payment of Executive’s separation from service any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such 6-month period (or such earlier date upon which such amount can be paid under Section 409A without being subject to be such additional taxes), the Company shall pay to Executive a “specified employee” for purposes of Section 409A, lump-sum amount equal to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided cumulative amount that would have otherwise been payable to Executive prior to the earlier of (a) the expiration of the six-(6) during such 6-month period measured from the date (without payment of Executive’s separation from service or (b) the date of Executive’s deathinterest thereon).

Internal Revenue Code Section 409A. The Parties Employer and Employee intend that this Agreement all payments and benefits to be made to Employee hereunder will be administered provided or paid to Employee in accordance compliance with all applicable provisions of Internal Revenue Code Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”)) and the regulations issued thereunder, and the rulings, notice and other guidance issued by the Internal Revenue Service interpreting the same, and that this Agreement shall be construed and administered in accordance with such intent. To This Agreement may be modified to the extent that necessary to comply with all applicable requirements of, and to avoid the imposition of any additional tax, interest and penalties under, Section 409A in connection with the benefits and payments to be provided or paid to Employee hereunder. Any such modification shall maintain the original intent and benefit to Employer and Employee of the applicable provision of this Agreement is ambiguous as Agreement, to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with maximum extent possible without violating Section 409A. The Parties agree that All payments to be made upon a termination of employment under this Agreement may only be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred made upon a “separation from service” within under Section 409A. Any payments hereunder that qualify for the meaning of “short-term deferral” or “involuntary separation pay” exception or another exception under Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount to shall 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 the applicable exception. Notwithstanding anything in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive Employee is deemed by the Employer at the time of Executive’s separation from service to be considered a “specified employee” for purposes of Section 409A, to the extent delayed commencement 409A and if payment of any portion of the benefits to which Executive is entitled amounts under this Agreement is required in order to avoid the imposition be delayed for a period of additional taxes and interest on Executive under six months after separation from service pursuant to Section 409A, payment of such portion amounts shall be delayed as required and the accumulated amounts shall be paid in a lump-sum payment within 10 days after the end of Executive’s benefits shall not be provided to Executive the six-month period. If Employee dies during the postponement period prior to the earlier payment of (a) benefits, the expiration amounts withheld on account of Section 409A shall be paid to the six-(6) month period measured from personal representative of Employee’s estate within 60 days after the date of Executive’s separation from service or (b) the date of ExecutiveEmployee’s death. In no event shall Employee, directly or indirectly, designate the calendar year of any payment under this Agreement.

Internal Revenue Code Section 409A. The Parties Bank and Employee intend that this Agreement all severance payments and benefits to be made to Employee hereunder will be administered provided or paid to Employee in accordance compliance with all applicable provisions of Internal Revenue Code Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”)) and the regulations issued thereunder, and the rulings, notice and other guidance issued by the Internal Revenue Service interpreting the same, and that this Agreement shall be construed and administered in accordance with such intent. To This Agreement may be modified to the extent that necessary to comply with all applicable requirements of, and to avoid the imposition of any additional tax, interest and penalties under, Section 409A in connection with the benefits and payments to be provided or paid to Employee hereunder. Any such modification shall maintain the original intent and benefit to the Bank and Employee of the applicable provision of this Agreement is ambiguous as Agreement, to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with maximum extent possible without violating Section 409A. The Parties agree that All payments to be made upon a termination of employment under this Agreement may only be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred made upon a “separation from service” within under Section 409A. Any payments hereunder that qualify for the meaning of “short-term deferral” or “involuntary separation pay” exception or another exception under Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount to shall 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 the applicable exception. Notwithstanding anything in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive Employee is deemed by the Employer at the time of Executive’s separation from service to be considered a “specified employee” for purposes of Section 409A, to the extent delayed commencement 409A and if payment of any portion of the benefits to which Executive is entitled amounts under this Agreement is required in order to avoid the imposition be delayed for a period of additional taxes and interest on Executive under six months after separation from service pursuant to Section 409A, payment of such portion amounts shall be delayed as required and the accumulated amounts shall be paid in a lump-sum payment within 10 days after the end of Executive’s benefits shall not be provided to Executive the six-month period. If Employee dies during the postponement period prior to the earlier payment of (a) benefits, the expiration amounts withheld on account of Section 409A shall be paid to the six-(6) month period measured from personal representative of Employee’s estate within 60 days after the date of Executive’s separation from service or (b) the date of ExecutiveEmployee’s death. In no event shall Employee, directly or indirectly, designate the calendar year of any payment under this Agreement.

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance to comply with Section the requirements of section 409A of the Internal Revenue Code and all regulations promulgated thereunder of 1986, as amended (“Section 409A”). To the extent that any provision of All payments under this Agreement is ambiguous as are intended to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning requirements of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided 409A. All payments made under this Agreement shall be strictly paid in accordance with the terms of this Agreement. The Parties expressly understand that the provisions of this Agreement shall be construed and interpreted to avoid the imputation of any additional tax, penalty or interest under Section 409A and to preserve (to the nearest extent reasonably possible) the intended benefits payable to Employee hereunder. The Severance paid under this Agreement shall be treated as a separate identified payment of compensation for purposes of Section 409A, and any payments described in 409A. Any reimbursements or in-kind benefits provided under this Agreement that are due within the “short term deferral period” as defined in subject to Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting made or provided in accordance with the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the extent delayed commencement reimbursement of any portion an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to which Executive is entitled under this Agreement is required in order liquidation or exchange for another benefit. Employee’s right to avoid the imposition of additional taxes and interest on Executive any deferred compensation, as defined under Section 409A, such portion of Executive’s benefits shall not be provided subject to Executive prior borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the earlier extent necessary to avoid additional tax, penalties and/or interest under Section 409A. Nothing herein, including the foregoing sentence, shall change the Company’s rights and/or remedies under the Agreement and/or applicable law. In the exercise of (a) any of its remedies, the expiration Company will consider in good faith the impact of Section 409A on Employee and shall meaningfully consult with Employee before taking any action that might have a materially adverse impact on Employee under Section 409A. In no event shall the six-(6) month period measured from the date of Executive’s separation from service Company be liable for any penalties, costs, damages, levies or (b) the date of Executive’s death.taxes imposed on Employee pursuant to Section 409A.

Internal Revenue Code Section 409A. The Parties intend (i) Notwithstanding any provision to the contrary herein, no Deferred Compensation Separation Payments (as defined below) that becomes payable under this Agreement will be administered in accordance with Section 409A by reason of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision Employee’s termination of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer Company (or any subsidiary or Affiliate thereof for purposes successor entity thereto) will be made unless such termination of this Agreement unless Executive would be considered to have incurred employment constitutes a “separation from service” within the meaning of Section 409A from of the Employer 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 409AInternal Revenue Code (the “Code”), and any final regulations and Internal Revenue Service guidance promulgated thereunder (“Section 409A”). Further, if Employee is a “specified employee” of the Company (or any successor entity thereto) within the meaning of Section 409A on the date of Employee’s termination (other than a termination due to death), then the severance payable to Employee, if any, under this Agreement, when considered together with any other severance payments described in this Agreement or separation benefits that are due considered deferred compensation under Section 409A (together the “Deferred Compensation Separation Payments”) that are payable within the “short term deferral period” as defined first six (6) months following Employee’s termination of employment, shall be delayed until the first payroll date that occurs on or after the date that is six (6) months and one (1) day after the date of the termination, when they shall be paid in Section 409A full arrears. All subsequent Deferred Compensation Separation Payments, if any, shall not be treated as deferred compensation unless paid in accordance with the payment schedule applicable law requires otherwiseto each payment or benefit. Without limiting the foregoing and notwithstanding Notwithstanding anything contained herein to the contrary, if Executive Employee dies following his termination but prior to the six (6) month anniversary of his termination, then any Payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is deemed by the Employer at the time of Executive’s separation from service intended to be constitute a “specified employee” separate payment for purposes of Section 409A, to the extent delayed commencement of any portion 1.409A-2(b)(2) of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathTreasury Regulations.

Internal Revenue Code Section 409A. The Parties intend parties hereto have a made a good faith effort to comply with current guidance under Section 409A. The intent of the parties hereto is that payments and benefits under this Agreement comply with or be exempt from Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith, including, without limitation, that references to “termination of employment” and like terms, with respect to payments and benefits that are provided under a “nonqualified deferred compensation plan” (as defined in Section 409A) that is not exempt from Section 409A, will be administered interpreted to mean “separation from service” (as defined in accordance Section 409A). In the event that amendments to this Agreement are necessary in order to comply with Section 409A or to minimize or eliminate any income inclusion and penalties under Section 409A (e.g., under any document or operational correction program), Avon and you agree to negotiate in good faith the applicable terms of the Code such amendments and all regulations promulgated thereunder (“Section 409A”)to implement such negotiated amendments, on a prospective and/or retroactive basis, as needed. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount to be paid payable or benefit to be provided under this Agreement shall constitutes an amount payable or benefit to be construed provided under a “nonqualified deferred compensation plan” (as a separate identified payment for purposes of defined in Section 409A) that is not exempt from Section 409A, and any payments described such amount or benefit is payable or to be provided as a result of a “separation from service” (as defined in this Agreement that Section 409A), and you are due within the “short term deferral period” a specified employee (as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and determined pursuant to procedures adopted by Avon from time to time) on your separation from service date, then, notwithstanding anything contained herein any other provision in this Agreement to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall payment or benefit will not be made or provided to Executive prior to you during the earlier of six (a) the expiration of the six-(66) month period measured from the date of Executive’s following your separation from service or service. Notwithstanding the foregoing, Avon makes no representation to you about the effect of Section 409A on the provisions of this Agreement and Avon shall have no liability to you in the event that you become subject to taxation under Section 409A (b) the date of Executive’s deathother than any tax reporting and/or withholding obligations that Avon may have under applicable law).

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein in this Agreement to the contrary, to the maximum extent required permitted by applicable law, amounts payable to the Executive pursuant to Section 5.1 are intended to be made in order to avoid accelerated taxation and/or tax penalties under Section 409Areliance upon Treas. Reg. § 409A-1(b)(9) (separation pay plans); provided, Executive shall not be considered to have terminated employment with the Employer however, if any payment or any subsidiary or Affiliate thereof benefit provided for purposes of this Agreement unless Executive herein would be considered subject to have incurred a “separation from service” within the meaning of Section 409A from the Employer 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 this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion section 409A of the Code if Executive’s benefits receipt of such payment or benefit is not delayed until the Section 409A Payment Date, then such payment or benefit (or portion thereof) shall not be provided to Executive prior (or Executive’s estate, if applicable) until the Section 409A Payment Date. The Company and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A of the Code. If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A, then upon the request of Executive, the Company shall reform the provision to the earlier of (a) extent such reformation is otherwise consistent with Section 409A and any applicable correction principles set forth in Notice 2010-6. However, the expiration Company shall maintain to the maximum extent practicable the original intent of the six-(6) month period measured applicable provision without subjecting the Executive to additional tax or interest, and the Company shall not be required to incur any additional compensation expense as a result of the reformed provision. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for Executive with respect to any income recognized by Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability for any damages related thereto. The Executive acknowledges that he has been advised to obtain independent legal, tax or other counsel in connection with Section 409A. Each payment under this Agreement is intended to be a “separate payment” and not a series of payments for purposes of Section 409A. References in this Agreement to Section 409A of the date Code include rules, regulations, and guidance of Executive’s separation from service or (b) general application issued by the date Department of Executive’s death.the Treasury under Code Section 409A.

Internal Revenue Code Section 409A. The Parties intend that Notwithstanding any provision of this Agreement, this Agreement will shall be administered in accordance construed and interpreted to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code and all or regulations promulgated thereunder (“thereunder. For purposes of the limitations on nonqualified deferred compensation under Section 409A”). To 409A of the extent that any provision Code, each payment of this compensation under the Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such treated as a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof separate payment of compensation for purposes of this Agreement unless Executive would be considered to have incurred a “applying the Section 409A of the Code deferral election rules and the exclusion from Section 409A of the Code for certain short-term deferral amounts. Any amounts payable solely on account of an involuntary separation from service” service within the meaning of Section 409A of the Code shall be excludible from the Employer 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 requirements of Section 409A409A of the Code, and any payments described in this Agreement that are due within the “short either as involuntary separation pay or as short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting amounts (e.g., amounts payable under the foregoing and notwithstanding anything contained herein schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the contrarymaximum possible extent. If, if as of the Date of Termination, Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” as determined by the Company, then to the extent that any amount or benefit that would be paid or provided to Executive under this Agreement within six (6) months of his “separation from service” (as determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A409A and is considered for purposes of Section 409A to be owed to Executive by virtue of his separation from service, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, then such portion of Executive’s benefits shall amount or benefit will not be paid or provided to Executive prior to during the earlier of (a) the expiration of the six-(6) six-month period measured from following the date of Executive’s separation from service and instead shall be paid or provided on the first business day that is at least seven (b7) months following the date of Executive’s deathseparation from service, except to the extent that, in the Company’s reasonable judgment, payment during such six-month period would not cause Executive to incur additional tax, interest or penalties under Section 409A. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision of this This Agreement is ambiguous as intended to its compliance comply with Code Section 409A, including the provision exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be read in such administered, construed and interpreted accordingly. Each payment under this Agreement or any Company benefit plan is intended to be treated as one of a manner so that all series of separate payments hereunder are either exempt or comply with for purposes of Code Section 409A. The Parties agree that Notwithstanding anything in this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required the Executive is considered a “specified employee” (as defined in order Code Section 409A) and would be entitled to avoid accelerated taxation and/or tax penalties under a payment during the six (6)-month period beginning on the Executive’s Date of Termination that is not otherwise exempt from Code Section 409A, Executive the payment shall not be considered made to have terminated the Executive until the earlier of the six (6)-month anniversary of the Executive’s Date of Termination or the Executive’s death and shall be accumulated and paid on the first (1st) day of the seventh (7th) month following the date of termination. No Severance Benefits that constitute deferred compensation shall be payable on account of an Executive’s termination of employment with unless the Employer or any subsidiary or Affiliate thereof for purposes Executive’s termination of this Agreement unless Executive would be considered to have incurred employment constitutes a “separation from service” within the meaning of Code Section 409A from the Employer 409A. Nothing in this Section 10 or any of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided under otherwise in this Agreement shall be construed as a separate identified payment guarantee of any particular tax effect for purposes Severance Benefits and the Company does not guarantee that any Severance Benefits will satisfy the provisions of the Code. The Company and the Executive further acknowledge and agree that if, in the judgment of the Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to exempt the benefits from or to comply with Section 409A, the Company and any payments described the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that are due within it exempts the “short term deferral period” as defined in benefits from or to comply with Section 409A (with the most limited possible economic effect on the Company and the Executive). The Executive acknowledges and agrees that the Company shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting have the foregoing and notwithstanding anything contained herein exclusive authority to determine whether the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes within the meaning of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s death409A(a)(2)(B)(i).

Internal Revenue Code Section 409A. The Parties intend that this This Agreement will shall be interpreted and administered in accordance a manner so that any amount payable hereunder shall be paid or provided in a manner and at such time and in such form that is either exempt from or compliant with the applicable requirements of Section 409A of the Internal Revenue Code (the “Code”) and all applicable guidance and regulations promulgated thereunder (“Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Partyissued thereunder. Notwithstanding anything contained herein in this Agreement to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer that any amount or any subsidiary or Affiliate thereof benefit that would constitute non-exempt “deferred compensation” for purposes of this Agreement Section 409A of the Code would otherwise be payable or distributable hereunder by reason of the Employee’s termination of employment, such amount or benefit will not be payable or distributable to the Employee by reason of such circumstance unless Executive would be considered (i) the circumstances giving rise to have incurred a such termination of employment meet any description or definition of “separation from service” within in Section 409A of the meaning Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A from of the Employer Code by reason of the short-term deferral exemption or otherwise. If 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 that would constitute non-exempt “deferred compensation” for purposes of Section 409A, and any payments described in 409A of the Code would otherwise be payable or distributable under this Agreement that are due within by reason of the Employee’s separation from service during a period in which she is a “short term deferral periodspecified employee” (as defined in Section 409A of the Code and applicable regulations), then payment of such non-exempt amounts shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting delayed until the foregoing and notwithstanding anything contained herein to earlier of the contrary, if Executive is deemed by Employee’s death or the Employer at first day of the time of Executiveseventh month following Employee’s separation from service to service. This provision does not prohibit the vesting of any amount upon a termination of employment, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s -compliant “separation from service or (b) the date of Executive’s deathservice.”

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance parties hereto have a made a good faith effort to comply with current guidance under Internal Revenue Code Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). The intent of the parties hereto is that payments and benefits under this Agreement comply with or be exempt from 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith, including, without limitation, that references to “termination of employment” and like terms, with respect to payments and benefits that are provided under a “nonqualified deferred compensation plan” (as defined in 409A) that is not exempt from 409A, will be interpreted to mean “separation from service” (as defined in 409A). In the event that amendments to this Agreement are necessary in order to comply with 409A or to minimize or eliminate any income inclusion and penalties under 409A (e.g., under any document or operational correction program), Avon and you agree to negotiate in good faith the applicable terms of such amendments and to implement such negotiated amendments, on a prospective and/or retroactive basis, as needed. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount to be paid payable or benefit to be provided under this Agreement shall constitutes an amount payable or benefit to be construed provided under a “nonqualified deferred compensation plan” (as a separate identified payment for purposes of Section defined in 409A) that is not exempt from 409A, and any payments described in this Agreement that are due within the such amount or benefit is payable or to be provided as a result of a “short term deferral periodseparation from service” (as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing 409A), and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be you are a “specified employee” for purposes of Section 409A, (as defined in 409A and determined pursuant to the extent delayed commencement of any portion of the benefits procedures adopted by Avon from time to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest time) on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s your separation from service date, then, notwithstanding any other provision in this Agreement to the contrary, such payment or (b) Initials JO benefit will not be made or provided to you before the day after the date that is six (6) months following your separation from service. Notwithstanding the foregoing, Avon makes no representation to you about the effect of Executive’s death409A on the provisions of this Agreement and Avon shall have no liability to you in the event that you become subject to taxation under 409A (other than any tax reporting and/or withholding obligations that Avon may have under applicable law).

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein in this Agreement to the contrary, to if you are deemed by the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with Company at the Employer or any subsidiary or Affiliate thereof for purposes time of this Agreement unless Executive would be considered to have incurred a your “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Internal Revenue Code (“409A”), severance payments in Section 6(b)(2)(A) that otherwise would be paid in the first six months following separation from service will instead be paid in the seventh month following separation from service or, if earlier, within 30 days of your death, except no delay shall apply with respect to amounts that are due only upon an involuntary separation from service (as defined in Section 1.409A-1(n) of the Department of Treasury Regulations), and that, when combined with all other such payments, do not exceed the amount specified in Section 1.409A-1(b)(9)(iii)(A) of the Department of Treasury Regulations (generally the lesser of two times annualized pay or two times the compensation limit in Section 401(a)(17) of the Internal Revenue Code), and to the extent severance amounts are required to be delayed, such severance amounts are considered for purposes of 409A to be separate payments from the Employer or any of its subsidiaries or Affiliates. Each amount severance amounts that are not required to be paid delayed. The Agreement shall be interpreted to ensure that the payments made to you are exempt from, or benefit to be provided under comply with, 409A; provided, however, that nothing in this Agreement shall be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a separate identified payment for purposes result of Section a failure to comply with 409A) from you to the Company or to any other individual or entity. Very truly yours, /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx Chairman of the Board Accepted and any payments described in agreed to: /s/ Xxxxxxxx X. Xxxxxxxxx Xxxxxxxx X. Xxxxxxxxx July 1, 2008 Exhibit A Separation and Release Agreement THIS SEPARATION AND RELEASE AGREEMENT (this Agreement that are due within “Agreement”) is made as of the _______ day of _________, _______ by and between Xxxxxxxx X. Xxxxxxxxx (the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting Executive”) and Xxxxxxxx-Alco Stores, Inc., a Kansas corporation (the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathCompany”).

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance to comply with Section the requirements of section 409A of the Internal Revenue Code and all regulations promulgated thereunder of 1986, as amended (“Section 409A”). To the extent that any provision of All payments under this Agreement is ambiguous as are intended to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning requirements of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided 409A. All payments made under this Agreement shall be strictly paid in accordance with the terms of this Agreement. The Parties expressly understand that the provisions of this Agreement shall be construed and interpreted to avoid the imputation of any additional tax, penalty or interest under Section 409A and to preserve (to the nearest extent reasonably possible) the intended benefits payable to Executive hereunder. The Severance paid under this Agreement shall be treated as a separate identified payment of compensation for purposes of Section 409A, and any payments described in 409A. Any reimbursements or in-kind benefits provided under this Agreement that are due within the “short term deferral period” as defined in subject to Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting made or provided in accordance with the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the extent delayed commencement reimbursement of any portion an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to which Executive is entitled under this Agreement is required in order liquidation or exchange for another benefit. Executive’s right to avoid the imposition of additional taxes and interest on Executive any deferred compensation, as defined under Section 409A, such portion of Executive’s benefits shall not be provided subject to Executive prior borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the earlier of (a) extent necessary to avoid additional tax, penalties and/or interest under Section 409A. Nothing herein, including the expiration of foregoing sentence, shall change the six-(6) month period measured from Company’s rights and/or remedies under the date of Executive’s separation from service Agreement and/or applicable law. In no event shall the Company be liable for any penalties, costs, damages, levies or (b) the date of Executive’s death.taxes imposed on Executive pursuant to Section 409A.

Internal Revenue Code Section 409A. The Parties intend that parties to this Agreement will intend for the payments to satisfy the short-term deferral exception under Section 409A of the Code or, in the case of medical, dental and life insurance benefits, not constitute deferred compensation (since such amounts are not taxable to the Executive). However, notwithstanding anything to the contrary in this Agreement, to the extent payments do not meet the short-term deferral exception of Section 409A of the Code and, in the event the Executive is a “Specified Employee” (as defined herein) no payment shall be administered made to the Executive under this Agreement prior to the first day of the seventh month following termination of employment in accordance excess of the “permitted amount” under Section 409A of the Code. For these purposes the “permitted amount” shall be an amount that does not exceed two times the lesser of: (A) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the calendar year preceding the year in which the Executive terminates employment, or (B) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Section 401(a)(17) of the Code for the calendar year in which occurs the termination of employment occurs. The payment of the “permitted amount” shall be made within five (5) business days of the termination of employment. Any payment in excess of the permitted amount shall be made to the Executive on the first day of the seventh month following the Executive’s termination of employment. “Specified Employee” shall be interpreted to comply with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such mean a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” key employee within the meaning of Section 409A from 416(i) of the Employer or any of its subsidiaries or Affiliates. Each amount Code (without regard to be paid or benefit to be provided under this Agreement paragraph 5 thereof), but an individual shall be construed as a separate identified payment for purposes “Specified Employee” only if the Company is a publicly-traded institution or the subsidiary of Section 409A, and any payments described a publicly-traded holding company. References in this Agreement that are due within the “short term deferral period” as defined in to Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting of the foregoing Code include rules, regulations, and notwithstanding anything contained herein to the contrary, if Executive is deemed guidance of general application issued by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion Department of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive Treasury under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration 409 A of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathCode.

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of imposes additional taxes and interest on compensation or benefits deferred under certain "nonqualified deferred compensation plans" (as defined under the Code and all regulations promulgated thereunder (“Section 409A”Code). To These plans may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements. The Company reserves the extent right to provide compensation or benefits under any such plan, including this Agreement, in amounts, at times and in a manner that any provision minimizes taxes, interest or penalties as a result of this Agreement is ambiguous as to its compliance with Section 409A, including any required withholdings, and you agree to cooperate with the provision shall be read Company in such actions. Because you are a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, "specified employee," as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with such term is defined under Section 409A in order to preserve (generally one of the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contraryCompany's top 50 highest paid officers), to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive the Company will not make any payments to you under this Agreement or applicable plan, as the case may be, including without limitation the Pension Equalization Plan, upon a "separation of service," as such term is defined under Section 409A, until six (6) months after your date of separation from service or, if earlier, the date of your death. Upon expiration of the six-month period, or, if earlier, the date of your death, the Company shall make a payment to you (or your beneficiary or estate, if applicable) equal to the sum of all payments that would have been paid to you from the date of separation from service through the end of the six (6) month period had you not be considered to have terminated employment with been a "specified employee", and thereafter the Employer Company will make all the payments at the times specified in this Agreement or any subsidiary or Affiliate thereof applicable plan, as the case may be. In addition, the Company and you agree that, for purposes of this Agreement unless Executive would be considered to have incurred a “Agreement, termination of employment (or any variation thereof) will satisfy all of the requirements of "separation from service" as defined under Section 409A. For purposes of this Agreement, the right to a series of installment payments, such as salary continuation or severance payments, shall be treated as the right to a series of separate payments and shall not be treated as a right to a single payment. For purposes of this Agreement, the term "Code" shall mean the Internal Revenue Code of 1986, as amended, including all final regulations promulgated thereunder, and any reference to a particular section of the Code shall include any provision that modifies, replaces or supersedes such section. For the avoidance of doubt, the Company shall provide you with payments attributable to Severance Pay, Benefit Programs, Insurance Program, Fringe Benefit Programs and Bonus referred to above, respectively, in Sections 1.a., 1.b., 1.c., 1.d. and 1.e., immediately from and after the Effective Date through April 1, 2014 if and to the extent the taxable amounts of any such payments that do not qualify for as a “short-term deferral” within the meaning of Tres. Reg. Section 409A from 1.409A-1(b)(4) do not exceed $510,000. Also, the Employer or any of its subsidiaries or Affiliates. Each amount Company shall provide you with Outplacement referred 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 this Agreement that are due within the “short term deferral period” as defined above in Section 409A 1.g. during the Severance Period. Additionally, the Company shall not be treated provide you the three LTIP grant payments referred to above in Section 1.f.i as deferred compensation unless applicable law requires otherwisesoon as administratively practical after April 1, 2014, but in no event later than April 15, 2014. Without limiting The Company shall pay your Excess Savings Plan and PEP account balances in accordance with the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time terms of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deaththose plans.

Internal Revenue Code Section 409A. The Parties intend the Bank intends that if any payments and benefits are provided under this Severance Agreement will they shall either be administered in accordance with Section 409A of exempt from the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409Aapplication of, or comply with, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with requirements of Code Section 409A. The Parties agree Severance Agreement shall be construed in a manner that this Agreement may be amended, as reasonably requested by either Party, as may be necessary supports the Bank’s intent to be exempt from or fully comply with Code Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. 409A. Notwithstanding anything contained herein in the Severance Agreement to the contrary, the Bank may amend the Severance Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of remaining exempt from or complying with the requirements of Code Section 409A, provided however that any such amendment will not otherwise modify the material financial terms of this Severance Agreement. Whenever payments under the Severance Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (a) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Severance Agreement, then such terms, provisions and conditions shall, to the extent required practicable, be deemed to be made a part of this Severance Agreement, and (b) terms used in order this Severance Agreement shall be construed in accordance with Code Section 409A if and to avoid accelerated taxation and/or tax penalties under the extent required. Further, in the event that this Severance Agreement or any benefit thereunder shall be deemed not to comply with Code Section 409A, Executive then neither the Bank, its Board, its officers, its employees, any of the Bank’s committees nor its or their designees or agents shall not be considered liable to have terminated employment with Xx. Xxxxxx or other persons for actions, decisions or determinations made in good faith. If this provision prevents the Employer payment or distribution of any subsidiary non-exempt deferred compensation, such payment or Affiliate thereof for purposes of this Agreement unless Executive would distribution shall be considered to have incurred made on the date, if any, on which an event occurs that constitutes a Code Section 409A-compliant “separation from service.” within Finally, neither the meaning Bank nor Xx. Xxxxxx shall accelerate the timing of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount payment to be paid or benefit to be provided made under this Agreement shall be construed as a separate identified payment for purposes of Section 409ASeverance Agreement, and neither may defer any payments described in this Agreement that are due within the “short term deferral period” payment to a future date, except as defined in may be expressly permitted by regulations issued under IRS Code Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise409A. (Signature page follows) I UNDERSTAND AND AGREE THAT THIS SEVERANCE AGREEMENT CONSTITUTES A FULL AND FINAL RELEASE OF ALL CLAIMS, INCLUDING KNOWN AND UNKNOWN CLAIMS, WHICH I MIGHT HAVE AS OF THIS DATE. Without limiting the foregoing and notwithstanding anything contained herein to the contrary/s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s death.Xx. Date: 1-7-2019 FRANKLIN SYNERGY BANK By: /s/ Xxx Xxxxxxx Date: 3/13/19

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code (as defined below) and/or its related rules and all regulations promulgated thereunder (“"Section 409A”"), imposes additional taxes and interest on compensation or benefits deferred under certain "nonqualified deferred compensation plans" (as defined under the Code). To These plans may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements. The Company reserves the extent right to provide compensation or benefits under any such plan in amounts, at times and in a manner that any provision minimizes taxes, interest or penalties as a result of this Agreement is ambiguous as to its compliance with Section 409A, including any required withholdings, and the provision shall be read Executive agrees to cooperate with the Company in such actions. Specifically, and without limitation of the previous sentence, if the Executive is a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, "specified employee," as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with such term is defined under Section 409A in order to preserve (generally one of the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contraryCompany's top 50 highest paid officers), to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Company will not make any payments of non-qualified deferred compensation to the Executive under this Agreement upon a "separation from service," as such term is defined under Section 409A, until six months after the Executive's date of separation from service or, if earlier, the date of the Executive's death. Upon expiration of the six-month period, or, if earlier, the date of the Executive's death, the Company shall make a payment to the Executive (or his beneficiary or estate, if applicable) equal to the sum of all payments that would have been paid to the Executive from the date of separation from service had the Executive not be considered to have terminated employment with been a "specified employee" through the Employer end of the six month period, and thereafter the Company will make all the payments at the times specified in this Agreement or any subsidiary or Affiliate thereof applicable policy, as the case may be. In addition, the Company and the Executive agree that, for purposes of this Agreement unless Executive would be considered to have incurred a “Agreement, termination of employment (or any variation thereof) will satisfy all of the requirements of "separation from service” within " as defined under Section 409A. For purposes of this Agreement, the meaning right to a series of Section 409A from the Employer installment payments, such as salary continuation or any of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided under this Agreement severance payments, shall be construed treated as the right to a series of separate identified payment for purposes of Section 409A, payments and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwisea right to a single payment. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for For purposes of Section 409Athis Agreement, the term "Code" shall mean the Internal Revenue Code of 1986, as amended, including all final regulations promulgated thereunder, and any reference to the extent delayed commencement of any portion a particular section of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409ACode shall include any provision that modifies, replaces or supersedes such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathsection.

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with For purposes of Internal Revenue Code Section 409A 409A, the regulations and other guidance thereunder and any state law of the Code and all regulations promulgated thereunder similar effect (collectively “Section 409A”), each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. The parties intend that all payments made or to be made under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. Notwithstanding anything stated herein to the contrary, the severance pay provided in connection with your Involuntary Termination under this Section 4 is intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) and to the extent it is exempt pursuant to such section it shall in any event be paid no later than the last day of your second taxable year following the taxable year in which your Involuntary Termination has occurred; provided that, to the extent that such severance and any other payments paid to you in connection with your Involuntary Termination does not qualify or otherwise exceeds the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, the portion of the severance pay that does not qualify or otherwise exceeds such limit, as determined by the Company in its sole discretion, shall be paid by no later than the fifteenth (15th) day of the third (3rd) month following the end of your first tax year in which your Involuntary Termination occurs, or, if later, the fifteenth (15th) day of the third (3rd) month following the end of the Company’s first tax year in which your Involuntary Termination occurs, as provided in Treasury Regulation Section 1.409A-1(b)(4). To the extent that any provision of COBRA payment premiums set forth in Section 4(b) or 4(c) above or any other reimbursements or in-kind benefits under this Agreement is ambiguous as to its compliance with or otherwise are not exempt from Section 409A, then (i) the provision benefits provided during any calendar year may not affect the benefits to be provided in any other calendar year; (ii) any payment of COBRA premiums or such other reimbursements or in-kind benefits shall be read made on or before the earlier of the last day of the calendar year following the calendar year in which such a manner so that all payments hereunder are either exempt expense was incurred and the end of the second calendar year following the year of the Involuntary Termination; and (iii) the right to such benefits shall not be subject to liquidation or comply exchange for another benefit. Notwithstanding the above, if any of the severance pay provided in connection with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary your Involuntary Termination does not qualify for any reason to be exempt from or fully comply with Section 409A in order pursuant to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Treasury Regulation Section 409A, Executive shall not be considered to have terminated employment with the Employer 1.409A-1(b)(9)(iii) or Treasury Regulation Section 1.409A-1(b)(4) or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer 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, other applicable exemption and any payments described in this Agreement that you are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer Company at the time of Executive’s separation from service your Involuntary Termination to be a “specified employee,” for purposes as defined in Treasury Regulation Section 1.409A-1(i), each such severance payment shall not be made or commence until the date which is the first (1st) business day of the seventh (7th) month after your Involuntary Termination and the installments that otherwise would have been paid during the first six (6) months after your Involuntary Termination shall be paid in a lump sum on the first (1st) business day of the seventh (7th) month after your Involuntary Termination, with any remaining severance pay to be paid in accordance with the schedule set forth in Section 409A4(b) or 4(c) above, as applicable. Such deferral shall only be effected to the extent delayed commencement of any portion required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) federal tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the benefits to which Executive is entitled under this Agreement is required Code in order to avoid the imposition absence of additional taxes and interest on Executive under Section 409Asuch deferral. Xxxxx Xxxxxxxx October 21, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s death.2018

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with For purposes of Internal Revenue Code Section 409A 409A, the regulations and other guidance thereunder and any state law of the Code and all regulations promulgated thereunder similar effect (collectively “Section 409A”), each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. The parties intend that all payments made or to be made under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. Notwithstanding anything stated herein to the contrary, the severance pay provided in connection with your Involuntary Termination under this Section 4 is intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) and to the extent it is exempt pursuant to such section it shall in any event be paid no later than the last day of your second taxable year following the taxable year in which your Involuntary Termination has occurred; provided that, to the extent that such severance and any other payments paid to you in connection with your Involuntary Termination does not qualify or otherwise exceeds the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, the portion of the severance pay that does not qualify or otherwise exceeds such limit, as determined by the Company in its sole discretion, shall be paid by no later than the fifteenth (15th) day of the third (3rd) month following the end of your first tax year in which your Involuntary Termination occurs, or, if later, the fifteenth (15th) day of the third (3rd) month following the end of the Company’s first tax year in which your Involuntary Termination occurs, as provided in Treasury Regulation Section 1.409A-1(b)(4). To the extent that any provision of COBRA payment premiums set forth in Section 4(b) or 4(c) above or any other reimbursements or in-kind benefits under this Agreement is ambiguous as to its compliance with or otherwise are not exempt from Section 409A, then (i) the provision benefits provided during any calendar year may not affect the benefits to be provided in any other calendar year; (ii) any payment of COBRA premiums or such other reimbursements or in-kind benefits shall be read made on or before the earlier of the last day of the calendar year following the calendar year in which such a manner so that all payments hereunder are either exempt expense was incurred and the end of the second calendar year following the year of the Involuntary Termination; and (iii) the right to such benefits shall not be subject to liquidation or comply exchange for another benefit. Notwithstanding the above, if any of the severance pay provided in connection with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary your Involuntary Termination does not qualify for any reason to be exempt from or fully comply with Section 409A in order pursuant to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Treasury Regulation Section 409A, Executive shall not be considered to have terminated employment with the Employer 1.409A-1(b)(9)(iii) or Treasury Regulation Section 1.409A-1(b)(4) or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer 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, other applicable exemption and any payments described in this Agreement that you are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer Company at the time of Executive’s separation from service your Involuntary Termination to be a “specified employee,” for purposes of as defined in Treasury Regulation Section 409A1.409A-1(i), to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, each such portion of Executive’s benefits severance payment shall not be provided to Executive prior to made or commence until the earlier of date which is the first (a1st) the expiration business day of the six-(6seventh (7th) month period measured from after your Involuntary Termination and the date installments that otherwise would have been paid during the first six (6) months after your Involuntary Termination shall be paid in a lump sum on the first (1st) business day of Executive’s separation from service the seventh (7th) month after your Involuntary Termination, with any remaining severance pay to be paid in accordance with the schedule set forth in Section 4(b) or (b4(c) the date of Executive’s death.above, as Xxxxxx Xxxx November 19, 2018

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code (as defined in this Section 3.7, below) and/or its related rules and all regulations promulgated thereunder (“Section 409A”), imposes additional taxes and interest on compensation or benefits deferred under certain “nonqualified deferred compensation plans” (as defined under the Code). To These plans may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements. It is the intent of the parties that the payments and benefits under this Agreement comply with or be exempt from Section 409A and, accordingly, this Agreement shall be interpreted consistent with such intent. The Company reserves the right to provide compensation or benefits under any such plan in amounts, at times and in a manner that minimizes taxes, interest or penalties as a result of Section 409A, including any required withholdings, and the Executive agrees to cooperate with the Company in such actions. Specifically, and without limitation of the previous sentence, if the Executive is a “specified employee,” as such term is defined under Section 409A (generally, one of the Company’s top fifty (50) highest paid officers), to the extent that any provision of this Agreement is ambiguous as required to its compliance comply with Section 409A, the provision shall be read in such a manner so that all Company will not make any payments hereunder are either exempt or comply with Section 409A. The Parties agree that to the Executive under this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred upon a “separation from service,” within as such term is defined under Section 409A, until six (6) months after the meaning Executive’s date of Section 409A separation from service or, if earlier, the date of the Executive’s death. Upon expiration of the six-month period, or, if earlier, the date of the Executive’s death, the Company shall make a payment to the Executive (or her beneficiary or estate, if applicable) equal to the sum of all payments that would have been paid to the Executive from the Employer date of separation from service had the Executive not been a “specified employee” through the end of the six (6) month period or any the date of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided under death (whichever is earlier), and thereafter the Company will make all the payments at the times specified in this Agreement shall be construed or applicable policy, as a separate identified payment the case may be. In addition, the Company and the Executive agree that, for purposes of Section 409Athis Agreement, and termination of employment (or any payments described in this Agreement that are due within variation thereof) will satisfy all of the requirements of “short term deferral periodseparation from service” as defined in under Section 409A 409A. For purposes of this Agreement, the right to a series of installment payments, such as salary continuation or severance payments, shall be treated as the right to a series of separate payments and shall not be treated as deferred compensation unless applicable law requires otherwisea right to a single payment. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the Any in-kind benefits to which Executive is entitled or reimbursements provided under this Agreement is required in order that constitute deferred compensation subject to avoid Section 409A shall be subject to the imposition of additional taxes and interest on Executive under Section 409A, following: (i) any such portion of Executive’s benefits in-kind benefit or payment reimbursement provided during one calendar year shall not affect the amount of such in-kind benefit or reimbursement provided during a subsequent calendar year; (ii) such in-kind benefit or reimbursement may not be provided to Executive prior exchanged or substituted for other forms of compensation to the earlier of Executive; and (aiii) reimbursement payments shall be made to the expiration Executive no later than the last day of the six-(6) month period measured from taxable year following the date year in which the reimbursed expense is incurred. For purposes of Executive’s separation from service this Agreement, the term “Code” shall mean the Internal Revenue Code of 1986, as amended, including all final regulations promulgated thereunder, and any reference to a particular section of the Code shall include any provision that modifies, replaces or (b) the date of Executive’s deathsupersedes such section.

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code (as defined in this Section 3.7) and/or its related rules and all regulations promulgated thereunder (“Section 409A”), imposes additional taxes and interest on compensation or benefits deferred under certain “nonqualified deferred compensation plans” (as defined under the Code). To These plans may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements. It is the intent of the parties that the payments and benefits under this Agreement comply with or be exempt from Section 409A and, accordingly, this Agreement shall be interpreted consistent with such intent. The Company reserves the right to provide compensation or benefits under any such plan in amounts, at times and in a manner that minimizes taxes, interest or penalties as a result of Section 409A, including any required withholdings, and the Executive agrees to cooperate with the Company in such actions. Specifically, and without limitation of the previous sentence, if the Executive is a “specified employee,” as such term is defined under Section 409A (generally, one of the Company’s top fifty (50) highest paid officers), to the extent that any provision of this Agreement is ambiguous as required to its compliance comply with Section 409A, the provision shall be read in such a manner so that all Company will not make any payments hereunder are either exempt or comply with Section 409A. The Parties agree that to the Executive under this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred upon a “separation from service,” within as such term is defined under Section 409A, until six (6) months after the meaning Executive’s date of Section 409A separation from service or, if earlier, the date of the Executive’s death. Upon expiration of the six-month period, or, if earlier, the date of the Executive’s death, the Company shall make a payment to the Executive (or her beneficiary or estate, if applicable) equal to the sum of all payments that would have been paid to the Executive from the Employer date of separation from service had the Executive not been a “specified employee” through the end of the six (6) month period or any the date of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided under death (whichever is earlier), and thereafter the Company will make all the payments at the times specified in this Agreement shall be construed or applicable policy, as a separate identified payment the case may be. In addition, the Company and the Executive agree that, for purposes of Section 409Athis Agreement, and termination of employment (or any payments described in this Agreement that are due within variation thereof) will satisfy all of the requirements of “short term deferral periodseparation from service” as defined in under Section 409A 409A. For purposes of this Agreement, the right to a series of installment payments, such as salary continuation or severance payments, shall be treated as the right to a series of separate payments and shall not be treated as deferred compensation unless applicable law requires otherwisea right to a single payment. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the Any in-kind benefits to which Executive is entitled or reimbursements provided under this Agreement is required in order that constitute deferred compensation subject to avoid Section 409A shall be subject to the imposition of additional taxes and interest on Executive under Section 409A, following: (i) any such portion of Executive’s benefits in-kind benefit or payment reimbursement provided during one calendar year shall not affect the amount of such in-kind benefit or reimbursement provided during a subsequent calendar year; (ii) such in-kind benefit or reimbursement may not be provided to Executive prior exchanged or substituted for other forms of compensation to the earlier of Executive; and (aiii) reimbursement payments shall be made to the expiration Executive no later than the last day of the six-(6) month period measured from taxable year following the date year in which the reimbursed expense is incurred. For purposes of Executive’s separation from service this Agreement, the term “Code” shall mean the Internal Revenue Code of 1986, as amended, including all final regulations promulgated thereunder, and any reference to a particular section of the Code shall include any provision that modifies, replaces or (b) the date of Executive’s deathsupersedes such section.

Internal Revenue Code Section 409A. The Parties intend intent of you and the Company is that payments and benefits under this Transition Agreement will comply with, or be administered in accordance with exempt from, Section 409A of the Internal Revenue Code of 1986, as amended, and all the regulations and guidance promulgated thereunder (collectively “Code Section 409A”); accordingly, to the maximum extent permitted, this Transition Agreement shall be interpreted to be in compliance therewith. To the extent that Notwithstanding any provision of this Transition Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, in the event that you are a “specified employee” within the meaning of Code Section 409A (as determined in accordance with the methodology established by the Company as in effect on the Separation Date) (a “Specified Employee”), any payments or benefits that are considered non-qualified deferred compensation under Code Section 409A payable under this Transition Agreement on account of a “separation from service” during the six-month period immediately following your “separation from service” shall, to the extent required in order necessary to avoid accelerated taxation and/or tax penalties comply with Code Section 409A and following the application of the relevant exceptions under Section 409ATreas. Reg. 1.409A-1(b)(9), Executive shall not instead be considered to have terminated employment with paid, or provided, as the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a case may be, on the first regular payroll date after the date that is six months following your “separation from service” within the meaning of Code Section 409A from the Employer or 409A. For purposes of Code Section 409A, your right to receive any of its subsidiaries or Affiliates. Each amount installment payments pursuant to be paid or benefit to be provided under this Transition Agreement shall be construed treated as a right to receive a series of separate identified and distinct payments. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Transition Agreement that is considered nonqualified deferred compensation, subject to Code Section 409A. With regard to any provision herein that provides for purposes reimbursement of costs and expenses or in-kind benefits that are deferred compensation subject to Code Section 409A, and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein right to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to Executive prior to be provided, in any other taxable year, and such payments shall be made on or before the earlier last day of (a) your taxable year following the expiration of taxable year in which the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathexpense occurred.

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code (as defined in this Section 3.9, below) and/or its related rules and all regulations promulgated thereunder (“"Section 409A”"), imposes additional taxes and interest on compensation or benefits deferred under certain "nonqualified deferred compensation plans" (as defined under the Code). To These plans may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements. It is the intent of the parties that the payments and benefits under this Agreement comply with or be exempt from Section 409A and, accordingly, this Agreement shall be interpreted consistent with such intent. The Company reserves the right to provide compensation or benefits under any such plan in amounts, at times and in a manner that minimizes taxes, interest or penalties as a result of Section 409A, including any required withholdings, and the Executive agrees to cooperate with the Company in such actions. Specifically, and without limitation of the previous sentence, if the Executive is a "specified employee," as such term is defined under Section 409A (generally, one of the Company's top fifty (50) highest paid officers), to the extent that any provision of this Agreement is ambiguous as required to its compliance comply with Section 409A, the provision shall be read in such a manner so that all Company will not make any payments hereunder are either exempt or comply with Section 409A. The Parties agree that to the Executive under this Agreement may be amended, upon a "separation from service," as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties such term is defined under Section 409A, until six (6) months after the Executive's date of separation from service or, if earlier, the date of the Executive's death. Upon expiration of the six-month period, or, if earlier, the date of the Executive's death, the Company shall make a payment to the Executive shall (or his beneficiary or estate, if applicable) equal to the sum of all payments that would have been paid to the Executive from the date of separation from service had the Executive not be considered to have terminated employment with been a "specified employee" through the Employer end of the six (6) month period or any subsidiary the date of death (whichever is earlier), and thereafter the Company will make all the payments at the times specified in this Agreement or Affiliate thereof applicable policy, as the case may be. In addition, the Company and the Executive agree that, for purposes of this Agreement unless Executive would be considered to have incurred a “Agreement, termination of employment (or any variation thereof) will satisfy all of the requirements of "separation from service” within " as defined under Section 409A. For purposes of this Agreement, the meaning right to a series of Section 409A from the Employer installment payments, such as salary continuation or any of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided under this Agreement severance payments, shall be construed treated as the right to a series of separate identified payment for purposes of Section 409A, payments and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwisea right to a single payment. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the Any in-kind benefits to which Executive is entitled or reimbursements provided under this Agreement is required in order that constitute deferred compensation subject to avoid Section 409A shall be subject to the imposition of additional taxes and interest on Executive under Section 409A, following: (i) any such portion of Executive’s benefits in-kind benefit or payment reimbursement provided during one calendar year shall not affect the amount of such in-kind benefit or reimbursement provided during a subsequent calendar year; (ii) such in-kind benefit or reimbursement may not be provided to Executive prior exchanged or substituted for other forms of compensation to the earlier of Executive; and (aiii) reimbursement payments shall be made to the expiration Executive no later than the last day of the six-(6) month period measured from taxable year following the date year in which the reimbursed expense is incurred. For purposes of Executive’s separation from service this Agreement, the term "Code" shall mean the Internal Revenue Code of 1986, as amended, including all final regulations promulgated thereunder, and any reference to a particular section of the Code shall include any provision that modifies, replaces or (b) the date of Executive’s deathsupersedes such section.

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein in this Agreement to the contrary, to if you are deemed by the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with Company at the Employer or any subsidiary or Affiliate thereof for purposes time of this Agreement unless Executive would be considered to have incurred a your “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Internal Revenue Code (“409A”), severance payments in Section 6(b)(2)(A) that otherwise would be paid in the first six months following separation from service will instead be paid in the seventh month following separation from service or, if earlier, within 30 days of your death, except no delay shall apply with respect to amounts that are due only upon an involuntary separation from service (as defined in Section 1.409A-1(n) of the Department of Treasury Regulations), and that, when combined with all other such payments, do not exceed the amount specified in Section 1.409A1(b)(9)(iii)(A) of the Department of Treasury Regulations (generally the lesser of two times annualized payor two times the compensation limit in Section 401 (a)(17) of the Internal Revenue Code), and to the extent severance amounts are required to be delayed, such severance amounts are considered for purposes of 409A to be separate payments from the Employer or any of its subsidiaries or Affiliates. Each amount severance amounts that are not required to be paid delayed. The Agreement shall be interpreted to ensure that the payments made to you are exempt from, or benefit to be provided under comply with, 409A; provided, however, that nothing in this Agreement shall be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a separate identified payment for purposes result of Section a failure to comply with 409A) from you to the Company or to any other individual or entity. Very truly yours, /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx Chairman of the Board Accepted and any payments described in Agreed to: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx February 15, 2010 85491499.1 Separation and Release Agreement THIS SEPARATION AND RELEASE AGREEMENT (this Agreement that are due within “Agreement”) is made as of the ____ day of ______________, by and between Xxxxxxx X. Xxxxxx (the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting Executive”) and Xxxxxxxx-Alco Stores, Inc., a Kansas corporation (the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathCompany”).

Internal Revenue Code Section 409A. The Parties intend that this This Agreement will be administered in accordance with is not intended to provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended and all the Treasury regulations promulgated and other interpretive guidance issued thereunder (collectively, “Section 409A”). To the extent that any provision of Any payments under this Agreement is ambiguous that may be excluded from Section 409A either as separation pay due to its compliance with Section 409A, the provision an involuntary separation from service or as a short-term deferral shall be read in such a manner so that all excluded from Section 409A to the maximum extent possible. Any payments hereunder are either exempt or comply with Section 409A. The Parties agree that to be made under this Agreement may upon a termination of Employee’s employment shall only be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated made if such termination of employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred constitutes a “separation from service” within the meaning of under Section 409A from the Employer or 409A. Notwithstanding 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 provision in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service any payment or benefit provided for herein would be subject to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, 409A if Employee’s receipt of such portion of Executive’s benefits shall payment or benefit is not be provided to Executive prior to delayed until the earlier of (a) the expiration of the six-(6) month period measured from the date of ExecutiveEmployee’s separation from service death or (b) the date that is six months after the date of Executivetermination of Employee’s death.employment with the Company (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A. Exhibit 10.1

Internal Revenue Code Section 409A. The Parties intend that Notwithstanding any provision of this Agreement, this Agreement will shall be administered in accordance construed and interpreted to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code and all or regulations promulgated thereunder (“thereunder. For purposes of the limitations on nonqualified deferred compensation under Section 409A”). To 409A of the extent that any provision Code, each payment of this compensation under the Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such treated as a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof separate payment of compensation for purposes of this Agreement unless Executive would be considered to have incurred a “applying the Section 409A of the Code deferral election rules and the exclusion from Section 409A of the Code for certain short-term deferral amounts. Any amounts payable solely on account of an involuntary separation from service” service within the meaning of Section 409A of the Code shall be excludible from the Employer requirements of Section 409A of the Code, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. If, as of the Date of Termination, Executive is a "specified employee" as determined by the Company, then to the extent that any of its subsidiaries amount or Affiliates. Each amount to benefit that would be paid or benefit provided to be provided Executive under this Agreement shall be construed within six months of his "separation from service" (as a separate identified payment determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A, 409A and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” considered for purposes of Section 409A409A to be owed to Executive by virtue of his separation from service, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, then such portion of Executive’s benefits shall amount or benefit will not be paid or provided to Executive prior to during the earlier of (a) the expiration of the six-(6) six-month period measured from following the date of Executive’s 's separation from service and instead shall be paid or (b) provided on the first business day that is at least seven months following the date of Executive’s death's separation from service, except to the extent that, in the Company's reasonable judgment, payment during such six-month period would not cause Executive to incur additional tax, interest or penalties under Section 409A. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Internal Revenue Code Section 409A. The Parties intend that Notwithstanding anything in this Agreement will to the contrary, the SARs are intended to meet any applicable requirements for exclusion from coverage under Section 409A of the Code. This Agreement shall be construed and administered in accordance with Section 409A of the Code Code, Department of Treasury regulations and all other interpretive guidance issued thereunder, including without limitation any such regulations promulgated thereunder (“Section 409A”). To the extent or other guidance that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve issued after the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer 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 this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwiseEffective Date. Without limiting the foregoing foregoing, unless and notwithstanding anything contained herein until different requirements for exclusion from coverage under Section 409A of the Code become available or effective: (1) except as provided under Section 5.2(c) of the Plan, the Exercise Price may never be less than the Fair Market Value of the underlying Common Shares on the Effective Date (and Fair Market Value shall be determined in a manner consistent with any applicable requirements for exclusion from coverage); and (2) in no event shall the Grantee be permitted to defer compensation relating to the contrarySARs (except for the inherent deferral of recognition of income until the exercise of the SARs) under the Plan or otherwise. Furthermore, if Executive is deemed by in the Employer at event that the time requirements for exclusion from coverage under Section 409A are liberalized, or different features are made available contingent upon compliance with certain requirements, the Committee may, in its sole and absolute discretion, amend this Agreement in a manner consistent with those liberalized requirements or to permit the Company, the Grantee or both to take advantage of Executive’s separation from service to those different features. In the event that the Committee determines that any amounts payable hereunder will be a “specified employee” for purposes of Section 409A, taxable to the extent delayed commencement Grantee under Section 409A of any portion the Code and related Department of Treasury guidance prior to payment to the Grantee of such amount, the Company may (a) adopt such amendments to the Plan and 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 to which Executive is entitled under provided by the Plan and this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or and/or (b) take such other actions as the date Committee determines necessary or appropriate to comply with the requirements of Executive’s deathSection 409A of the Code.

Internal Revenue Code Section 409A. The Parties intend that Notwithstanding any provision of this Agreement, this Agreement will shall be administered in accordance construed and interpreted to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code and all or regulations promulgated thereunder (“thereunder. For purposes of the limitations on nonqualified deferred compensation under Section 409A”). To 409A of the extent that any provision Code, each payment of this compensation under the Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such treated as a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof separate payment of compensation for purposes of this Agreement unless Executive would be considered to have incurred a “applying the Section 409A of the Code deferral election rules and the exclusion from Section 409A of the Code for certain short-term deferral amounts. Any amounts payable solely on account of an involuntary separation from service” service within the meaning of Section 409A of the Code shall be excludible from the Employer requirements of Section 409A of the Code, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. If, as of the Date of Termination, Executive is a "specified employee" as determined by the Company, then to the extent that any of its subsidiaries amount or Affiliates. Each amount to benefit that would be paid or benefit provided to be provided Executive under this Agreement shall be construed within six (6) months of his "separation from service" (as a separate identified payment determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A, 409A and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” considered for purposes of Section 409A409A to be owed to Executive by virtue of his separation from service, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, then such portion of Executive’s benefits shall amount or benefit will not be paid or provided to Executive prior to during the earlier of (a) the expiration of the six-(6) six- month period measured from following the date of Executive’s 's separation from service and instead shall be paid or provided on the first business day that is at least seven (b7) months following the date of Executive’s death's separation from service, except to the extent that, in the Company's reasonable judgment, payment during such six-month period would not cause Executive to incur additional tax, interest or penalties under Section 409A. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that Notwithstanding any provision of this Agreement, this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or construed and interpreted to comply with Section 409A. The Parties agree that this For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under the Agreement may shall be amended, treated as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with a separate payment of compensation for purposes of applying the Section 409A in order to preserve deferral election rules and the payments and benefits provided hereunder without additional cost to either Partyexclusion from Section 409A for certain short-term deferral amounts. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment and service with the Company for purposes of entitlement to any payments under this Agreement which are subject to Section 409A until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. Any amounts payable solely on account of an involuntary separation from service within the meaning of Section 409A shall be excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. If, as of the Date of Termination, Executive is a “specified employee” as determined by the Company, then to the extent required in order that any amount or benefit that would be paid or provided to Executive under this Agreement within six (6) months of his “separation from service” (as determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A and is considered for purposes of Section 409A to be owed to Executive by virtue of his separation from service, then to the extent necessary to avoid accelerated taxation and/or tax penalties the imposition of taxes under Section 409A, such amount or benefit will not be paid or provided during the six-month period following the date of Executive’s separation from service and instead shall be paid or provided on the first business day that is at least seven (7) months following the date of Executive’s separation from service, together with interest thereon from the date(s) originally due. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. For purposes of this Agreement, notwithstanding any other provision of this Agreement to the contrary, the Executive’s employment and service shall be deemed to have terminated only if (i) Executive is not, immediately after such event, employed by the Company, or any other person with whom Executive’s legal employer would be considered a single employer under 414(b) or 414(c) of the Code (collectively the “Controlled Group”), and (ii) to the extent (and only to the extent) that a “payment” (as defined in Section 409A) provided to Executive under this Agreement is subject to Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof Company for purposes of this Agreement unless until Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from 409A. The termination of Executive’s employment by any member within the Employer or any of its subsidiaries or Affiliates. Each amount Controlled Group shall be deemed to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment termination by the Company for purposes of Section 409A, and any payments described in this Agreement that are due within if the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed conditions imposed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathimmediately preceding sentence are met.

Internal Revenue Code Section 409A. The Parties intend parties hereto have a made a good faith effort to comply with current guidance under Section 409A. The intent of the parties hereto is that payments and benefits under this Agreement comply with or be exempt from Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith, including, without limitation, that references to “termination of employment” and like terms, with respect to payments and benefits that are provided under a “nonqualified deferred compensation plan” (as defined in Section 409A) that is not exempt from Section 409A, will be administered interpreted to mean “separation from service” (as defined in accordance Section 409A). In the event that amendments to this Agreement are necessary in order to comply with Section 409A or to minimize or eliminate any income inclusion and penalties under Section 409A (e.g., under any document or operational correction program), Avon and you agree to negotiate in good faith the applicable terms of the Code such amendments and all regulations promulgated thereunder (“Section 409A”)to implement such negotiated amendments, on a prospective and/or retroactive basis, as needed. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount to be paid payable or benefit to be provided under this Agreement shall constitutes an amount payable or benefit to be construed provided under a “nonqualified deferred compensation plan” (as a separate identified payment for purposes of defined in Section 409A) that is not exempt from Section 409A, and any payments described such amount or benefit is payable or to be provided as a result of a “separation from service” (as defined in this Agreement that Section 409A), and you are due within the a “short term deferral periodspecified employee” (as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwiseand determined pursuant to procedures adopted by Avon from time to time) on your separation November 18, 2014 Mx. Without limiting the foregoing and Xxxxxxxx Xxxxx-Ayala from service date, then, notwithstanding anything contained herein any other provision in this Agreement to the contrary, if Executive such payment or benefit will not be made or provided to you before the day after the date that is deemed by the Employer at the time of Executive’s six (6) months following your separation from service service. Notwithstanding the foregoing, Avon makes no representation to be a “specified employee” for purposes you about the effect of Section 409A, to 409A on the extent delayed commencement provisions of any portion of the benefits to which Executive is entitled under this Agreement is required and Avon shall have no liability to you in order the event that you become subject to avoid the imposition of additional taxes and interest on Executive taxation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of 409A (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathother than any tax reporting and/or withholding obligations that Avon may have under applicable law).

Internal Revenue Code Section 409A. The Parties intend (a) It is intended that the payments provided under this Agreement will agreement comply with, or be administered in accordance with exempt from, Section 409A 409A. It is also intended that the terms “termination” and “termination of employment” as used herein shall constitute a separation from service within the Code and all regulations promulgated thereunder meaning of Section 409A. (“Section 409A”). To the extent that b) Notwithstanding any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to if the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred is a “separation from servicespecified employee” within the meaning of Section 409A from the Employer 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 distribution of any payments described in this Agreement amounts that are constitute “deferred compensation” payable to the Executive due within the “short term deferral period” as defined in Section 409A to his termination of employment, shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting made before six months after such separation from service or the foregoing and notwithstanding anything contained herein to the contraryExecutive’s death, if Executive is deemed by earlier (the Employer at “Six Month Limitation”). At the time end of such six-month period, payments that would have been made but for the Six Month Limitation shall be paid in a lump sum, on the first day of the seventh month following the Executive’s separation from service and remaining payments shall commence or continue, in accordance with the relevant provision of this Agreement. (c) With regard to be a “specified employee” any provision herein that provides for purposes reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to Executive prior be provided, in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s death.the

Internal Revenue Code Section 409A. The Parties intend parties hereto have a made a good faith effort to comply with current guidance under 409A. The intent of the parties hereto is that payments and benefits under this Agreement comply with or be exempt from 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith, including, without limitation, that references to “termination of employment” and like terms, with respect to payments and benefits that are provided under a “nonqualified deferred compensation plan” (as defined in 409A) that is not exempt from 409A, will be administered interpreted to mean “separation from service” (as defined in accordance 409A). In the event that amendments to this Agreement are necessary in order to comply with Section 409A Xx. Xxxxxxx X. Herington July 30, 2012 or to minimize or eliminate any income inclusion and penalties under 409A (e.g., under any document or operational correction program), Avon and you agree to negotiate in good faith the applicable terms of the Code such amendments and all regulations promulgated thereunder (“Section 409A”)to implement such negotiated amendments, on a prospective and/or retroactive basis, as needed. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount to be paid payable or benefit to be provided under this Agreement shall constitutes an amount payable or benefit to be construed provided under a “nonqualified deferred compensation plan” (as a separate identified payment for purposes of Section defined in 409A) that is not exempt from 409A, and any payments described in this Agreement that are due within the such amount or benefit is payable or to be provided as a result of a “short term deferral periodseparation from service” (as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing 409A), and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be you are a “specified employee” for purposes of Section 409A, (as defined in 409A and determined pursuant to the extent delayed commencement of any portion of the benefits procedures adopted by Avon from time to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest time) on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s your separation from service date, then, notwithstanding any other provision in this Agreement to the contrary, such payment or (b) benefit will not be made or provided to you before the day after the date that is six (6) months following your separation from service. Notwithstanding the foregoing, Avon makes no representation to you about the effect of Executive’s death409A on the provisions of this Agreement and Avon shall have no liability to you in the event that you become subject to taxation under 409A (other than any tax reporting and/or withholding obligations that Avon may have under applicable law).

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code (as defined below) and/or its related rules and all regulations promulgated thereunder (“"Section 409A”"), imposes additional taxes and interest on compensation or benefits deferred under certain "nonqualified deferred compensation plans" (as defined under the Code). To These plans may include, among others, nonqualified retirement plans, Bonus Programs, stock option plans, employment agreements and severance agreements. The Company reserves the extent right to provide compensation or benefits under any such plan in amounts, at times and in a manner that any provision minimizes taxes, interest or penalties as a result of this Agreement is ambiguous as to its compliance with Section 409A, including any required withholdings, and the provision shall be read Executive agrees to cooperate with the Company in such actions. Specifically, and without limitation of the previous sentence, if the Executive is a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, "specified employee," as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with such term is defined under Section 409A in order to preserve (generally one of the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contraryCompany's top 50 highest paid officers), to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Company will not make any payments of non-qualified deferred compensation to the Executive under this Agreement upon a "separation from service," as such term is defined under Section 409A, until six months after the Executive's date of separation from service or, if earlier, the date of the Executive's death. Upon expiration of the six-month period, or, if earlier, the date of the Executive's death, the Company shall make a payment to the Executive (or his beneficiary or estate, if applicable) equal to the sum of all payments that would have been paid to the Executive from the date of separation from service had the Executive not be considered to have terminated employment with been a "specified employee" through the Employer end of the six month period, and thereafter the Company will make all the payments at the times specified in this Agreement or any subsidiary or Affiliate thereof applicable policy, as the case may be. In addition, the Company and the Executive agree that, for purposes of this Agreement unless Executive would be considered to have incurred a “Agreement, termination of employment (or any variation thereof) will satisfy all of the requirements of "separation from service” within " as defined under Section 409A. For purposes of this Agreement, the meaning right to a series of Section 409A from the Employer installment payments, such as salary continuation or any of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided under this Agreement severance payments, shall be construed treated as the right to a series of separate identified payment for purposes of Section 409A, payments and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwisea . Without limiting the foregoing and notwithstanding anything contained herein 4 right to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for single payment. For purposes of Section 409Athis Agreement, the term "Code" shall mean the Internal Revenue Code of 1986, as amended, including all final regulations promulgated thereunder, and any reference to the extent delayed commencement of any portion a particular section of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409ACode shall include any provision that modifies, replaces or supersedes such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathsection.

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance to comply with Section the requirements of section 409A of the Internal Revenue Code and all regulations promulgated thereunder of 1986, as amended (“Section 409A”). To the extent that any provision of All payments under this Agreement is ambiguous as are intended to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning requirements of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided 409A. All payments made under this Agreement shall be strictly paid in accordance with the terms of this Agreement. The Parties expressly understand that the provisions of this Agreement shall be construed and interpreted to avoid the imputation of any additional tax, penalty or interest under Section 409A and to preserve (to the nearest extent reasonably possible) the intended benefits payable to Employee hereunder. Each Severance Payment under this Agreement shall be treated as a separate identified payment of compensation for purposes of Section 409A, and any payments described in 409A. Any reimbursements or in-kind benefits provided under this Agreement that are due within the “short term deferral period” as defined in subject to Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be treated as deferred compensation unless applicable law requires otherwiseprovided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Without limiting the foregoing and notwithstanding Notwithstanding anything contained herein in this Agreement to the contrary, if Executive is deemed by the Employer at Company shall not make any deductions for money or property that Employee owes to the time Company, offset or otherwise reduce any sums that may be due or become payable to or for the account of Executive’s separation Employee with respect to any arrangements other than pursuant to the terms of this Agreement, from service to be a “specified employee” amounts that constitute deferred compensation for purposes of Section 409A and except as required by law. Employee’s right to any deferred compensation, as defined under Section 409A, shall not be subject to borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order necessary to avoid the imposition of additional taxes and tax, penalties and/or interest on Executive under Section 409A409A. Nothing herein, such portion of Executiveincluding the foregoing sentence, shall change the Company’s benefits rights and/or remedies under the Agreement and/or applicable law. In no event shall not the Company be provided liable for any penalties, costs, damages, levies or taxes imposed on Employee pursuant to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s death.Section 409A.

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that Notwithstanding any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer 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 contrary in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contraryAgreement, if Executive is deemed by the Employer Company at the time of Executive’s separation his Separation from service Service to be a “specified employee” for purposes of Section 409A409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (ai) the expiration of the six-(6) month six (6)-month period measured from the date of Executive’s separation the Separation from service Service or (bii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this ¶ 10(f) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent that any payments or reimbursements provided to Executive under this Agreement are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed to Executive reasonably promptly, but in no event later than December 31 of the year following the year in which the expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and Executive’s and his estate’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit.

Internal Revenue Code Section 409A. The Parties parties intend that this Agreement will be administered in accordance to comply with Section the requirements of section 409A of the Internal Revenue Code and all regulations promulgated thereunder of 1986, as amended (“Section 409A”). To the extent that any provision of All payments under this Agreement is ambiguous as are intended to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with the requirements of Section 409A 409A. All payments made under this Agreement shall be paid in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment accordance with the Employer or any subsidiary or Affiliate thereof for purposes terms of this Agreement. The parties expressly understand that the provisions of this Agreement unless Executive would shall be considered construed and interpreted to have incurred a avoid the imputation of any additional tax, penalty or interest under Section 409A and to preserve (to the nearest extent reasonably possible) the intended benefits payable to you hereunder. If any payment or benefit provided to you in connection with your “separation from service” within the meaning of Section 409A from is determined to constitute “nonqualified deferred compensation” within the Employer meaning of Section 409A, then such payment or benefit will not be paid until the first payroll date to occur following the six-month anniversary of your Retirement Date (the “Specified Employee Payment Date”). The aggregate of any of its subsidiaries or Affiliatespayments that would otherwise have been paid before the Specified Employee Payment Date will be paid to you in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments will be paid without delay in accordance with their original schedule. Each amount to be paid or benefit to be provided payment under this Agreement shall be construed treated as a separate identified payment of compensation for purposes of Section 409A, and any payments described in 409A. Any reimbursements or in-kind benefits provided under this Agreement that are due within the “short term deferral period” as defined in subject to Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be treated as deferred compensation unless applicable law requires otherwiseprovided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Without limiting the foregoing and notwithstanding Notwithstanding anything contained herein in this Agreement to the contrary, if Executive is deemed by the Employer at Company shall not make any deductions for money or property that you owe to the time Company, offset or otherwise reduce any sums that may be due or become payable to or for the account of Executive’s separation you with respect to any arrangements other than pursuant to the terms of this Agreement, from service to be a “specified employee” amounts that constitute deferred compensation for purposes of Section 409A and except as required by law. Your right to any deferred compensation, as defined under Section 409A, shall not be subject to borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order necessary to avoid the imposition of additional taxes and tax, penalties and/or interest on Executive under Section 409A409A. Nothing herein, such portion of Executiveincluding the foregoing sentence, shall change the Company’s benefits rights and/or remedies under the Agreement and/or applicable law. In no event shall not the Company Group be provided liable for any penalties, costs, damages, levies or taxes imposed on you pursuant to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s death.Section 409A.

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with For purposes of Code Section 409A 409A, the regulations and other guidance thereunder and any state law of the Code and all regulations promulgated thereunder similar effect (collectively “Section 409A”), each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. The parties intend that all payments made or to be made under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. Notwithstanding anything stated herein to the contrary, the severance pay provided in connection with your Involuntary Termination under this Section 4 is intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) and to the extent it is exempt pursuant to such section it shall in any event be paid no later than the last day of your second taxable year following the taxable year in which your Involuntary Termination has occurred; provided that, to the extent that such severance and any other payments paid to you in connection with your Involuntary Termination does not qualify or otherwise exceeds the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, the portion of the severance pay that does not qualify or otherwise exceeds such limit, as determined by the Company in its sole discretion, shall be paid by no later than the fifteenth (15th) day of the third (3rd) month following the end of your first tax year in which your Involuntary Termination occurs, or, if later, the fifteenth (15th) day of the third (3rd) month following the end of the Company’s first tax year in which your Involuntary Termination occurs, as provided in Treasury Regulation Section 1.409A-1(b)(4). To the extent that any provision of COBRA payment premiums set forth in Section 4(b) or 4(c) above or any other reimbursements or in-kind benefits under this Agreement is ambiguous as to its compliance with or otherwise are not exempt from Section 409A, then (i) the provision benefits provided during any calendar year may not affect the benefits to be provided in any other calendar year; (ii) any payment of COBRA premiums or such other reimbursements or in-kind benefits shall be read made on or before the earlier of the last day of the calendar year following the calendar year in which such a manner so that all payments hereunder are either exempt expense was incurred and the end of the second calendar year following the year of the Involuntary Termination; and (iii) the right to such benefits shall not be subject to liquidation or comply exchange for another benefit. Notwithstanding the above, if any of the severance pay provided in connection with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary your Involuntary Termination does not qualify for any reason to be exempt from or fully comply with Section 409A in order pursuant to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Treasury Regulation Section 409A, Executive shall not be considered to have terminated employment with the Employer 1.409A-1(b)(9)(iii) or Treasury Regulation Section 1.409A- 1(b)(4) or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer 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, other applicable exemption and any payments described in this Agreement that you are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer Company at the time of Executive’s separation from service your Involuntary Termination to be a “specified employee,” for purposes as defined in Treasury Regulation Section 1.409A-1(i), each such severance payment shall not be made or commence until the date which is the first (1st) business day of the seventh (7th) month after your Involuntary Termination and the installments that otherwise would have been paid during the first six (6) months after your Involuntary Termination shall be paid in a lump sum on the first (1st) business day of the seventh (7th) month after your Involuntary Termination, with any remaining severance pay to be paid in accordance with the schedule set forth in Section 409A4(b) or 4(c) above, as applicable. Such deferral shall only be effected to the extent delayed commencement of any portion required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) federal tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the benefits to which Executive is entitled under this Agreement is required Code in order to avoid the imposition absence of additional taxes and interest on Executive under Section 409Asuch deferral. Xxxx Xxxxxxx December 18, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s death.2023

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code (as defined in this Section 3.9, below) and/or its related rules and all regulations promulgated thereunder (“Section 409A”), imposes additional taxes and interest on compensation or benefits deferred under certain “nonqualified deferred compensation plans” (as defined under the Code). To These plans may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements. It is the intent of the parties that the payments and benefits under this Agreement comply with or be exempt from Section 409A and, accordingly, this Agreement shall be interpreted consistent with such intent. The Company reserves the right to provide compensation or benefits under any such plan in amounts, at times and in a manner that minimizes taxes, interest or penalties as a result of Section 409A, including any required withholdings, and the Executive agrees to cooperate with the Company in such actions. Specifically, and without limitation of the previous sentence, if the Executive is a “specified employee,” as such term is defined under Section 409A (generally, one of the Company’s top fifty (50) highest paid officers), to the extent that any provision of this Agreement is ambiguous as required to its compliance comply with Section 409A, the provision shall be read in such a manner so that all Company will not make any payments hereunder are either exempt or comply with Section 409A. The Parties agree that to the Executive under this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred upon a “separation from service,” within as such term is defined under Section 409A, until six (6) months after the meaning Executive’s date of Section 409A separation from service or, if earlier, the date of the Executive’s death. Upon expiration of the six-month period, or, if earlier, the date of the Executive’s death, the Company shall make a payment to the Executive (or his beneficiary or estate, if applicable) equal to the sum of all payments that would have been paid to the Executive from the Employer date of separation from service had the Executive not been a “specified employee” through the end of the six (6) month period or any the date of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided under death (whichever is earlier), and thereafter the Company will make all the payments at the times specified in this Agreement shall be construed or applicable policy, as a separate identified payment the case may be. In addition, the Company and the Executive agree that, for purposes of Section 409Athis Agreement, and termination of employment (or any payments described in this Agreement that are due within variation thereof) will satisfy all of the requirements of “short term deferral periodseparation from service” as defined in under Section 409A 409A. For purposes of this Agreement, the right to a series of installment payments, such as salary continuation or severance payments, shall be treated as the right to a series of separate payments and shall not be treated as deferred compensation unless applicable law requires otherwisea right to a single payment. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the Any in-kind benefits to which Executive is entitled or reimbursements provided under this Agreement is required in order that constitute deferred compensation subject to avoid Section 409A shall be subject to the imposition of additional taxes and interest on Executive under Section 409A, following: (i) any such portion of Executive’s benefits in-kind benefit or payment reimbursement provided during one calendar year shall not affect the amount of such in-kind benefit or reimbursement provided during a subsequent calendar year; (ii) such in-kind benefit or reimbursement may not be provided to Executive prior exchanged or substituted for other forms of compensation to the earlier of Executive; and (aiii) reimbursement payments shall be made to the expiration Executive no later than the last day of the six-(6) month period measured from taxable year following the date year in which the reimbursed expense is incurred. For purposes of Executive’s separation from service this Agreement, the term “Code” shall mean the Internal Revenue Code of 1986, as amended, including all final regulations promulgated thereunder, and any reference to a particular section of the Code shall include any provision that modifies, replaces or (b) the date of Executive’s deathsupersedes such section.

Internal Revenue Code Section 409A. The Parties intend It is intended that all of the severance benefits and other payments payable under this Agreement will be administered in accordance with satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A of the Code provided under Treasury Regulations 1.409A‑1(b)(4), 1.409A‑1(b)(5) and all regulations promulgated thereunder 1.409A‑1(b)(9) (“Section 409A”), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A‑2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified Executive” for purposes of Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of Executive’s Separation from Service, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 23 shall be paid in a lump sum to Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the 60th day following the Separation from Service, regardless of when the Release actually becomes effective. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. 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 reimbursable to Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer 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 paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for purposes reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no 217720968 v5 representation that any or all of Section 409A, and any the payments described in this Agreement that are due within the “short term deferral period” as defined in will be exempt from or comply with Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein makes no undertaking to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation preclude Section 409A from service applying to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathpayment.

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance to comply with Section the requirements of section 409A of the Internal Revenue Code and all regulations promulgated thereunder of 1986, as amended (“Section 409A”). To the extent that any provision of All payments under this Agreement is ambiguous as are intended to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning requirements of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided 409A. All payments made under this Agreement shall be strictly paid in accordance with the terms of this Agreement. The Parties expressly understand that the provisions of this Agreement shall be construed and interpreted to avoid the imputation of any additional tax, penalty or interest under Section 409A and to preserve (to the nearest extent reasonably possible) the intended benefits payable to Employee hereunder. Each Severance Payment under this Agreement shall be treated as a separate identified payment of compensation for purposes of Section 409A, and any payments described in 409A. Any reimbursements or in-kind benefits provided under this Agreement that are due within the “short term deferral period” as defined in subject to Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be treated as deferred compensation unless applicable law requires otherwiseprovided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Without limiting the foregoing and notwithstanding Notwithstanding anything contained herein in this Agreement to the contrary, if Executive is deemed by the Employer at Company shall not make any deductions for money or property that Employee owes to the time Company, offset or otherwise reduce any sums that may be due or become payable to or for the account of Executive’s separation Employee with respect to any arrangements other than pursuant to the terms of this Agreement, from service to be a “specified employee” amounts that constitute deferred compensation for purposes of Section 409A and except as required by law. Employee’s right to any deferred compensation, as defined under Section 409A, shall not be subject to borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the extent delayed commencement necessary to avoid additional tax, penalties and/or interest under Section 409A. Nothing herein, including the foregoing sentence, shall change the Company’s rights and/or remedies under the Agreement and/or applicable law. In the exercise of any portion of its remedies, the benefits to which Executive is entitled under this Agreement is required Company will consider in order to avoid good faith the imposition impact of additional taxes Section 409A on Employee and interest shall meaningfully consult with Employee before taking any action that might have a materially adverse impact on Executive Employee under Section 409A409A. In no event shall the Company be liable for any penalties, such portion of Executive’s benefits shall not be provided costs, damages, levies or taxes imposed on Employee pursuant to Executive prior to Section 409A as long as the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathCompany acts in accordance with this Section 12.

Internal Revenue Code Section 409A. The Parties intend parties hereto have made a good faith effort to comply with current guidance under Section 409A. The intent of the parties hereto is that payments and benefits under this Agreement comply with or be exempt from Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith, including, without limitation, that references to “termination of employment” and like terms, with respect to payments and benefits that are provided under a “nonqualified deferred compensation plan” (as defined in Section 409A) that is not exempt from Section 409A, will be administered interpreted to mean “separation from service” (as defined in accordance Section 409A). In the event that amendments to this Agreement are necessary in order to comply with Section 409A or to minimize or eliminate any income inclusion and penalties under Section 409A (e.g., under any document or operational correction program), Avon and you agree to negotiate in good faith the applicable terms of the Code such amendments and all regulations promulgated thereunder (“Section 409A”)to implement such negotiated amendments, on a prospective and/or retroactive basis, as needed. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount to be paid payable or benefit to be provided under this Agreement shall constitutes an amount payable or benefit to be construed provided under a “nonqualified deferred compensation plan” (as a separate identified payment for purposes of defined in Section 409A) that is not exempt from Section 409A, and any payments described such amount or benefit is payable or to be provided as a result of a “separation from service” (as defined in this Agreement that Section 409A), and you are due within the a “short term deferral periodspecified employee” (as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and determined pursuant to procedures adopted by Avon from time to time) on your separation from service date, then, notwithstanding anything contained herein any other provision in this Agreement to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall payment or benefit will not be made or provided to Executive prior to you during the earlier of six (a) the expiration of the six-(66) month period measured from the date of Executive’s following your separation from service or service. Notwithstanding the foregoing, Avon makes no representation to you about the effect of Section 409A on the provisions of this Agreement and Avon shall have no liability to you in the event that you become subject to taxation under Section 409A (b) the date of Executive’s deathother than any tax reporting and/or withholding obligations that Avon may have under applicable law).

Internal Revenue Code Section 409A. The Parties intend the Bank intends that if any payments and benefits are provided under this Severance Agreement will they shall either be administered in accordance with Section 409A of exempt from the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409Aapplication of, or comply with, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with requirements of Code Section 409A. The Parties agree Severance Agreement shall be construed in a manner that this Agreement may be amended, as reasonably requested by either Party, as may be necessary supports the Bank’s intent to be exempt from or fully comply with Code Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. 409A. Notwithstanding anything contained herein in the Severance Agreement to the contrary, the Bank may amend the Severance Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of remaining exempt from or complying with the requirements of Code Section 409A, provided however that any such amendment will not otherwise modify the material financial terms of this Severance Agreement. Whenever payments under the Severance Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (a) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Severance Agreement, then such terms, provisions and conditions shall, to the extent required practicable, be deemed to be made a part of this Severance Agreement, and (b) terms used in order this Severance Agreement shall be construed in accordance with Code Section 409A if and to avoid accelerated taxation and/or tax penalties under the extent required. Further, in the event that this Severance Agreement or any benefit thereunder shall be deemed not to comply with Code Section 409A, Executive then neither the Bank, its Board, its officers, its employees, any of the Bank’s committees nor its or their designees or agents shall not be considered liable to have terminated employment with Xx. Xxxxxx or other persons for actions, decisions or determinations made in good faith. If this provision prevents the Employer payment or distribution of any subsidiary non-exempt deferred compensation, such payment or Affiliate thereof for purposes of this Agreement unless Executive would distribution shall be considered to have incurred made on the date, if any, on which an event occurs that constitutes a Code Section 409A-compliant “separation from service.” within Finally, neither the meaning Bank nor Xx. Xxxxxx shall accelerate the timing of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount payment to be paid or benefit to be provided made under this Agreement shall be construed as a separate identified payment for purposes of Section 409ASeverance Agreement, and neither may defer any payments described in this Agreement that are due within the “short term deferral period” payment to a future date, except as defined in may be expressly permitted by regulations issued under IRS Code Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise409A. I UNDERSTAND AND AGREE THAT THIS SEVERANCE AGREEMENT CONSTITUTES A FULL AND FINAL RELEASE OF ALL CLAIMS, INCLUDING KNOWN AND UNKNOWN CLAIMS, WHICH I MIGHT HAVE AS OF THIS DATE. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s death./s/ Xxxxx Xxxxxx Xxxxx Xxxxxx Date: 1/3/19 FRANKLIN SYNERGY BANK By: /s/ Xxxxxxx Xxxxxxxxxx Date: 1/7/19

Internal Revenue Code Section 409A. The Parties intend that Notwithstanding any provision of this Agreement, this Agreement will shall be administered in accordance construed and interpreted to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code and all or regulations promulgated thereunder (“thereunder. For purposes of the limitations on nonqualified deferred compensation under Section 409A”). To 409A of the extent that any provision Code, each payment of this compensation under the Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such treated as a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof separate payment of compensation for purposes of this Agreement unless Executive would be considered to have incurred a “applying the Section 409A of the Code deferral election rules and the exclusion from Section 409A of the Code for certain short-term deferral amounts. Any amounts payable solely on account of an involuntary separation from service” service within the meaning of Section 409A of the Code shall be excludible from the Employer requirements of Section 409A of the Code, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. If, as of the Date of Termination, Executive is a "specified employee" as determined by the Company, then to the extent that any of its subsidiaries amount or Affiliates. Each amount to benefit that would be paid or benefit provided to be provided Executive under this Agreement shall be construed within six (6) months of his "separation from service" (as a separate identified payment determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A, 409A and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” considered for purposes of Section 409A409A to be owed to Executive by virtue of his separation from service, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, then such portion of Executive’s benefits shall amount or benefit will not be paid or provided to Executive prior to during the earlier of (a) the expiration of the six-(6) six-month period measured from following the date of Executive’s 's separation from service and instead shall be paid or provided on the first business day that is at least seven (b7) months following the date of Executive’s death's separation from service, except to the extent that, in the Company's reasonable judgment, payment during such six-month period would not cause Executive to incur additional tax, interest or penalties under Section 409A. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Internal Revenue Code Section 409A. The Parties intend that Certain payments and benefits payable under this Agreement will are intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Certain payments and benefits payable under this Agreement are intended to be administered exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”)the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder (subject to the transitional relief under Internal Revenue Service Notice 2005-1, the Proposed Regulations under Section 409A of the Code, Internal Revenue Service Notice 2006-79, Internal Revenue Service Notice 2007-78 and other applicable authority issued by the Internal Revenue Service). As provided in Internal Revenue Notice 2007-78, notwithstanding any other provision of this Agreement, with respect to an election or amendment to change a time or form of payment under this Agreement is ambiguous as to its compliance with Section 409Amade on or after January 1, 2008 and on or before December 31, 2008, the provision election or amendment shall apply only with respect to payments that would not otherwise be read payable in such a manner so 2008 and shall not cause payments to be paid in 2008 that all would not otherwise be payable in 2008. If the Employer and the Executive determine that any compensation, benefits or other payments hereunder that are either exempt or payable under this Agreement and intended to comply with Section 409A. The Parties agree that this Agreement may be amendedSections 409A(a)(2), as reasonably requested by either Party, as may be necessary to be exempt from or fully (3) and (4) of the Code do not comply with Section 409A in order of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, the Employer and the Executive agree to preserve amend this Agreement, or take such other actions as the payments Employer and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contraryExecutive deem reasonably necessary or appropriate, to comply with the extent required in order requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while preserving the economic agreement of the parties. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to avoid accelerated taxation and/or tax penalties under Section 409Acomply with Sections 409A(a)(2), Executive (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be considered effective and shall be null and void with respect to have terminated employment such compensation, benefits or other payments, and such provision shall otherwise remain in full force and effect. Consistent with the foregoing, the parties intend that the Termination Date shall be the date of the Executive’s “separation from the service” with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Code Section 409A from the Employer 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 this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s death409A(a)(2)(A)(i).

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that Notwithstanding any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer 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 contrary in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contraryAgreement, if Executive the Employee is deemed by the Employer Company at the time of Executive’s separation his Separation from service Service to be a “specified employee” for purposes of Section 409A409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive the Employee is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such portion of Executivethe Employee’s benefits shall not be provided to Executive the Employee prior to the earlier of (ai) the expiration of the six-(6) six-month period measured from the date of Executive’s separation the Separation from service Service or (bii) the date of Executivethe Employee’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Paragraph 10(d) shall be paid in a lump sum to the Employee, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. To the extent that any payments or reimbursements provided to the Employee under this Agreement are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed to the Employee reasonably promptly, but in no event later than December 31 of the year following the year in which the expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and the Employee’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit.

Internal Revenue Code Section 409A. The Parties intend that Payments made pursuant to this Agreement will Letter are intended to be administered in accordance with exempt from, or to otherwise comply with, Section 409A of the Code Internal Revenue Code, as amended, and all the Treasury regulations promulgated and guidance issued thereunder (collectively, “Code Section 409A”). To PHI reserves the right, to the extent it deems necessary or advisable and with your consent, which shall not be unreasonably withheld, to take any actions as it determines are necessary or appropriate so that the Letter qualifies for exemption from, or complies with the requirements of, Code Section 409A; provided, however, that PHI makes no representation that any provision of payment made under this Agreement is ambiguous as to its compliance with Section 409ALetter will be exempt from, the provision shall be read in such a manner so that all payments hereunder are either exempt or will comply with with, Code Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409Aapplicable, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred you are a “separation from servicespecified employee” within the meaning of Section 409A from the Employer 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 Code Section 409A, and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein only to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service extent necessary to be a “specified employee” for purposes of avoid adverse tax consequences under Code Section 409A, to no compensation under this Letter will be distributed on account of your Separation of Service, as defined by Code Section 409A, before the extent delayed commencement of any portion date which is six months following the date of the benefits Separation of Service. Amounts that would have been paid during the delay will be paid on the first business day following the six-month delay. If any payment required by this Letter is an “excess parachute payment” as such term is described in Section 280G of the Internal Revenue Code, as amended, and the Treasury regulations and guidance issued thereunder (collectively, “Code Section 280G”) so as to which Executive is entitled under this Agreement is required result in order the loss of a deduction to avoid PHI or its Affiliates or in the imposition of additional taxes and interest an excise tax on Executive you under Section 409A4999 of the Internal Revenue Code, as amended, or any successor sections thereto (an “Excess Parachute Payment”), then you shall be paid either 1) the amounts due, or 2) the amounts due under this Letter as reduced so that the amount of all payments due that are “parachute payments” within the meaning of Code Section 280G (whether or not pursuant to this Letter) are equal to one-dollar ($1) less than the maximum amount allowed under Code Section 280G that would avoid the existence of an “Excess Parachute Payment,” whichever of the 1) or 2) amount results in the greater after-tax payment to you. Any amounts to be reduced pursuant to this paragraph shall be reduced first by any amounts not subject to Code Section 409A and then in the inverse order of when such portion of Executive’s benefits shall not be amounts would have been made or provided to Executive prior you until the reduction specified herein is achieved. This agreement shall be binding upon any successor of PHI. PHI will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of PHI to assume expressly and agree to perform this Letter agreement in the same manner and to the earlier same extent that PHI would be required to perform it if no such succession had taken place. As used in this Letter, “PHI” shall mean Post Holdings, Inc. and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this agreement by operation of (a) the expiration law, or otherwise. PHI may not assign this agreement other than to an Affiliate or to a successor to all or substantially all of the six-(6) month period measured from business and/or assets of PHI. I look forward to continuing to work with you. If you agree to the date terms of Executive’s separation from service or (b) this Letter, please sign and return to me. Sincerely, /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx President and Chief Executive Officer I agree to the date of Executive’s death.terms and conditions set forth above in this Letter. /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx 6/4/2018

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with For purposes of Internal Revenue Code Section 409A 409A, the regulations and other guidance thereunder and any state law of the Code and all regulations promulgated thereunder similar effect (collectively “Section 409A”), each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. The parties intend that all payments made or to be made under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. Notwithstanding anything stated herein to the contrary, the severance pay provided in connection with your Involuntary Termination under this Section 4 is intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) and to the extent it is exempt pursuant to such section it shall in any event be paid no later than the last day of your second taxable year following the taxable year in which your Involuntary Termination has occurred; provided that, to the extent that such severance and any other payments paid to you in connection with your Involuntary Termination does not qualify or otherwise exceeds the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, the portion of the severance pay that does not qualify or otherwise exceeds such limit, as determined by the Company in its sole discretion, shall be paid by no later than the fifteenth (15th) day of the third (3rd) month following the end of your first tax year in which your Involuntary Termination occurs, or, if later, the fifteenth (15th) day of the third (3rd) month following the end of the Company’s first tax year in which your Involuntary Termination occurs, as provided in Treasury Regulation Section 1.409A-1(b)(4). Xxxxx Leproust October 21, 2018 To the extent that any provision of COBRA payment premiums set forth in Section 4(b) or 4(c) above or any other reimbursements or in-kind benefits under this Agreement is ambiguous as to its compliance with or otherwise are not exempt from Section 409A, then (i) the provision benefits provided during any calendar year may not affect the benefits to be provided in any other calendar year; (ii) any payment of COBRA premiums or such other reimbursements or in-kind benefits shall be read made on or before the earlier of the last day of the calendar year following the calendar year in which such a manner so that all payments hereunder are either exempt expense was incurred and the end of the second calendar year following the year of the Involuntary Termination; and (iii) the right to such benefits shall not be subject to liquidation or comply exchange for another benefit. Notwithstanding the above, if any of the severance pay provided in connection with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary your Involuntary Termination does not qualify for any reason to be exempt from or fully comply with Section 409A in order pursuant to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Treasury Regulation Section 409A, Executive shall not be considered to have terminated employment with the Employer 1.409A-1(b)(9)(iii) or Treasury Regulation Section 1.409A-1(b)(4) or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer 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, other applicable exemption and any payments described in this Agreement that you are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer Company at the time of Executive’s separation from service your Involuntary Termination to be a “specified employee,” for purposes as defined in Treasury Regulation Section 1.409A-1(i), each such severance payment shall not be made or commence until the date which is the first (1st) business day of the seventh (7th) month after your Involuntary Termination and the installments that otherwise would have been paid during the first six (6) months after your Involuntary Termination shall be paid in a lump sum on the first (1st) business day of the seventh (7th) month after your Involuntary Termination, with any remaining severance pay to be paid in accordance with the schedule set forth in Section 409A4(b) or 4(c) above, as applicable. Such deferral shall only be effected to the extent delayed commencement of any portion required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) federal tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the benefits to which Executive is entitled under this Agreement is required Code in order to avoid the imposition absence of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathdeferral.

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with For purposes of Code Section 409A 409A, the regulations and other guidance thereunder and any state law of the Code and all regulations promulgated thereunder similar effect (collectively “Section 409A”), each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. The parties intend that all payments made or to be made under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. Notwithstanding anything stated herein to the contrary, the severance pay provided in connection with your Involuntary Termination under this Section 4 is intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) and to the extent it is exempt pursuant to such section it shall in any event be paid no later than the last day of your second taxable year following the taxable year in which your Involuntary Termination has occurred; provided that, to the extent that such severance and any other payments paid to you in connection with your Involuntary Termination does not qualify or otherwise exceeds the limit set forth in Treasury Regulation Section 1.409A- 1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, the portion of the severance pay that does not qualify or otherwise exceeds such limit, as determined by the Company in its sole discretion, shall be paid by no later than the fifteenth (15th) day of the third (3rd) month following the end of your first tax year in which your Involuntary Termination occurs, or, if later, the fifteenth (15th) day of the third (3rd) month following the end of the Company’s first tax year in which your Involuntary Termination occurs, as provided in Treasury Regulation Section 1.409A-1(b)(4). To the extent that any provision of COBRA payment premiums set forth in Section 4(b) or 4(c) above or any other reimbursements or in-kind benefits under this Agreement is ambiguous as to its compliance with or otherwise are not exempt from Xxxxxxx Xxxx October 26, 2022 Section 409A, then (i) the provision benefits provided during any calendar year may not affect the benefits to be provided in any other calendar year; (ii) any payment of COBRA premiums or such other reimbursements or in-kind benefits shall be read made on or before the earlier of the last day of the calendar year following the calendar year in which such a manner so that all payments hereunder are either exempt expense was incurred and the end of the second calendar year following the year of the Involuntary Termination; and (iii) the right to such benefits shall not be subject to liquidation or comply exchange for another benefit. Notwithstanding the above, if any of the severance pay provided in connection with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary your Involuntary Termination does not qualify for any reason to be exempt from or fully comply with Section 409A in order pursuant to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Treasury Regulation Section 409A, Executive shall not be considered to have terminated employment with the Employer 1.409A-1(b)(9)(iii) or Treasury Regulation Section 1.409A-1(b)(4) or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer 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, other applicable exemption and any payments described in this Agreement that you are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer Company at the time of Executive’s separation from service your Involuntary Termination to be a “specified employee,” for purposes as defined in Treasury Regulation Section 1.409A-1(i), each such severance payment shall not be made or commence until the date which is the first (1st) business day of the seventh (7th) month after your Involuntary Termination and the installments that otherwise would have been paid during the first six (6) months after your Involuntary Termination shall be paid in a lump sum on the first (1st) business day of the seventh (7th) month after your Involuntary Termination, with any remaining severance pay to be paid in accordance with the schedule set forth in Section 409A4(b) or 4(c) above, as applicable. Such deferral shall only be effected to the extent delayed commencement of any portion required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) federal tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the benefits to which Executive is entitled under this Agreement is required Code in order to avoid the imposition absence of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathdeferral.

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance to comply with Section the requirements of section 409A of the Internal Revenue Code and all regulations promulgated thereunder of 1986, as amended (“Section 409A”). To the extent that any provision of All payments under this Agreement is ambiguous as are intended to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning requirements of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided 409A. All payments made under this Agreement shall be strictly paid in accordance with the terms of this Agreement. The Parties expressly understand that the provisions of this Agreement shall be construed and interpreted to avoid the imputation of any additional tax, penalty or interest under Section 409A and to preserve (to the nearest extent reasonably possible) the intended benefits payable to Executive hereunder. Each Severance Payment under this Agreement shall be treated as a separate identified payment of compensation for purposes of Section 409A, and any payments described in 409A. Any reimbursements or in-kind benefits provided under this Agreement that are due within the “short term deferral period” as defined in subject to Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be treated as deferred compensation unless applicable law requires otherwiseprovided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Without limiting the foregoing and notwithstanding Notwithstanding anything contained herein in this Agreement to the contrary, if the Company shall not make any deductions for money or property that Executive is deemed by owes to the Employer at Company, offset or otherwise reduce any sums that may be due or become payable to or for the time account of Executive’s separation Executive with respect to any arrangements other than pursuant to the terms of this Agreement, from service to be a “specified employee” amounts that constitute deferred compensation for purposes of Section 409A and except as required by law. Executive’s right to any deferred compensation, as defined under Section 409A, shall not be subject to borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order necessary to avoid additional tax, penalties and/or interest under Section 409A. Nothing herein, including the imposition of additional foregoing sentence, shall change the Company’s rights and/or remedies under the Agreement and/or applicable law. In no event shall the Company be liable for any penalties, costs, damages, levies or taxes and interest imposed on Executive under pursuant to Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s death.409A.

Internal Revenue Code Section 409A. The Parties intend that payments and benefits provided under this Agreement will be administered in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary intended to be exempt from or fully comply with Internal Revenue Code Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided under this Agreement shall be construed interpreted and administered in a manner consistent with that intent. AGREED as a separate identified payment for purposes of Section 409A, and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409Adates signed indicated by electronic signature. HNR ACQUISITION CORP XXXXX “XXXX” XXXXX By: /s/ Xxxxxxxx X. Xxxxxxx /s/ Xxxx Xxxxx Xxxxxxxx X. Xxxxxxx, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of Xxxxx “Xxxx” Xxxxx Chief Financial Officer EXHIBIT A CLASS A COMMON STOCK RESTRICTED LEGENDS THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (aTHE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) the expiration of the six-(6PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.

Internal Revenue Code Section 409A. The Parties intend that this This Severance Agreement will is intended to comply with the short-term deferral rule under Treasury Regulation Section 1.409A-1(b)(4) and be administered exempt from Code Section 409A, and shall be construed and interpreted in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that such intent, provided that, if any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments payment provided at any time hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” involves non-qualified deferred compensation within the meaning of Section 409A from the Employer 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 Code Section 409A, it is intended to comply with the applicable rules with regard thereto and shall be interpreted accordingly. In no event may you designate, directly or indirectly, the calendar year of any payments described in payment to be made under this Severance Agreement that are due within is considered non-qualified deferred compensation. In the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at event the time period for considering any general release and it becoming effective as a condition of Executive’s separation from service receiving a severance benefit shall overlap two calendar years, no amount of such severance shall be paid in the earlier calendar year. 8x8 does not guarantee that tax treatment of any payment or benefits made under this Severance Agreement, and you shall be responsible in any event for any taxes or penalties due under federal or state tax laws due to payments made hereunder. If you are deemed to be a “specified employee” for purposes within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to the extent delayed commencement any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of any portion of the benefits to which Executive is entitled a “separation from service” (as defined under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409ATreasury Regulation § 1.409A- 1(h)), such portion of Executive’s benefits payment or benefit shall not be made or provided to Executive prior to at the date which is the earlier of (aA) the date that is immediately following the expiration of the six-(6) month six (6)-month period measured from the date of Executive’s such “separation from service service,” or (bB) the date of Executive’s deathyour death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum (without interest), and any remaining payments and benefits due under this Severance Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

Internal Revenue Code Section 409A. The Parties intend that Notwithstanding anything in this Agreement will be administered in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409Aif, Executive shall not be considered to have terminated when Executive's employment with the Employer or Company terminates, Company believes that any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided payments under this Agreement shall be construed as a separate identified payment for purposes of will result in additional tax or interest to Executive under Internal Revenue Code Section 409A and the guidance promulgated there under ("Code Section 409A"), and any Company may suspend the payments described in this Agreement that are to Executive of amounts due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwisefirst six months after the termination date. Without limiting the foregoing If Company suspends any payments, it will aggregate and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided pay these amounts to Executive prior to on the earlier earliest of (a) the expiration of date that is six months and one day after the six-(6) month period measured from the date of Executive’s separation from service or termination date, (b) the date of the Executive’s 's death, or (c) any earlier date that does not result in such additional tax or interest under Code Section 409A. To the extent that any provisions of this Agreement do not comply with Code Section 409A, which would cause Executive to incur any additional tax or interest under Code Section 409A, such terms of the Agreement shall be deemed to be modified, to the extent reasonably possible to do so, and applied by Company in a manner to be consistent with Code Section 409A. Furthermore, Company shall, to the extent necessary, modify the timing of delivery of compensation to Executive if it is determined that the timing would result in the additional tax and/or interest and/or penalties assessed to Executive under Code Section 409A (collectively referred to as the "Penalties"). Company agrees that in the event that, even after any deferral or other curative action pursuant to this paragraph 7, it shall be determined that any compensation or benefits, whether paid or payable or distributed or distributable to Executive, is subject to the Penalties, Company shall indemnify and pay to Executive (or her successors and assigns) an additional amount (the "Additional Payment") such that, after payment by Executive of any federal, state or local income tax, employment tax, excise tax, and other tax (including any Penalties) imposed upon the Additional Payment and any interest or penalties imposed with respect to such taxes, Executive retains from the Additional Payment an amount equal to the Penalties imposed on such compensation and benefits. The Company hereby agrees to make the Additional Payment to Executive within 30 days of both receipt of notice from Executive and reasonable verification by the Company from information furnished by Executive that such Penalties are required to be paid by Executive.

Internal Revenue Code Section 409A. The Parties intend Company intends that if any payments and benefits are provided under this Agreement will they shall either be administered in accordance with Section 409A of exempt from the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409Aapplication of, or comply with, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with requirements of Code Section 409A. The Parties agree Agreement shall be construed in a manner that this Agreement may be amended, as reasonably requested by either Party, as may be necessary supports the Company’s intent to be exempt from or fully comply with Code Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. 409A. Notwithstanding anything contained herein in the Agreement to the contrary, the Company may amend the Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of remaining exempt from or complying with the requirements of Code Section 409A, provided however that any such amendment will not otherwise modify the material financial terms of this Agreement. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (a) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions shall, to the extent required in order practicable, be deemed to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes made a part of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided under Agreement, and (b) terms used in this Agreement shall be construed as a separate identified payment for purposes of in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not to comply with Code Section 409A, and then neither the Company, its Board, its officers, its employees, any payments described of the Company’s committees nor its or their designees or agents shall be liable to Xx. Xxxxxxxxx or other persons for actions, decisions or determinations made in good faith. If this Agreement that are due within provision prevents the “short term deferral period” as defined in Section 409A payment or distribution of any non-exempt deferred compensation, such payment or distribution shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting made on the foregoing and notwithstanding anything contained herein to the contrarydate, if Executive is deemed by the Employer at the time of Executive’s any, on which an event occurs that constitutes a Code Section 409A-compliant “separation from service to be a “specified employeeservice.” for purposes of Section 409AFinally, to neither the extent delayed commencement Company nor Xx. Xxxxxxxxx shall accelerate the timing of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409AI UNDERSTAND AND AGREE THAT THIS SEVERANCE AGREEMENT CONSTITUTES A FULL AND FINAL RELEASE OF ALL CLAIMS, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s death.INCLUDING KNOWN AND UNKNOWN CLAIMS, WHICH I MIGHT HAVE AS OF THIS DATE. /s/ Xxxxx Xxxxxxxxx XXXXX XXXXXXXXX Date: 12/18/18 FRANKLIN FINANCIAL NETWORK By: /s/ Xxxxxxx X. Xxxxxxxxxx Title: President Date: 12/11/18

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer 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 this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by any amounts or benefits payable under this Agreement on account of Employee’s termination of employment constitute deferred compensation subject to Section 409A of the Employer of the Internal Revenue Code of 1986, as amended (the “Code”) and applicable regulations, no payments or benefits shall be paid or provided until Employee incurs a separation from service within the meaning of Treasury Regulation § 1.409A-1(h) from the Company and any entity that would be considered a single employer with the Company under Code Sections 414(b) or 414(c) (“Separation from Service”). If, at the time of ExecutiveEmployee’s separation Separation from service to be Service, Employee is a “specified employee” for (within the meaning of Code Section 409A and Treasury Regulation §1.409A-3(i)(2)), the Company will not pay or provide any “Specified Benefits” (as defined herein) until immediately after the six-month period (the “409A Suspension Period”) beginning immediately after Employee’s Separation from Service. For purposes of this Agreement, “Specified Benefits” are any amounts or benefits that would be subject to Code Section 409A penalties if the Company were to pay them, pursuant to this Agreement, on account of Employee’s Separation from Service. This Agreement is intended to comply with (or be exempt from) Code Section 409A, and the Company shall have complete discretion to the extent delayed commencement of any portion of the benefits to which Executive is entitled under interpret and construe this Agreement is required and any associated documents in any manner that establishes an exemption from (or otherwise conforms them to) the requirements of Code Section 409A. The Company reserves the right to unilaterally amend this Agreement without the consent of Employee in order to avoid accurately reflect its correct interpretation and operation, as well as to maintain an exemption from or compliance with Code Section 409A. Nevertheless, and notwithstanding any other provision of this Agreement, neither the imposition Company nor any of additional its employees, directors, or their agents shall have any obligation to mitigate, nor hold Employee harmless from, any or all taxes and interest on Executive (including any imposed under Code Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deatharising under this Agreement.

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that Notwithstanding any provision of this Agreement, this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or construed and interpreted to comply with Section 409A. The Parties agree that this For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under the Agreement may shall be amended, treated as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with a separate payment of compensation for purposes of applying the Section 409A in order to preserve deferral election rules and the payments and benefits provided hereunder without additional cost to either Partyexclusion from Section 409A for certain short-term deferral amounts. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment and service with the Company for purposes of entitlement to any payments under this Agreement which are subject to Section 409A until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. If the period during which Executive has discretion to execute or revoke the Release straddles two calendar years, the Company shall make the payments that are subject to Section 409A of the Code and conditioned upon the Release no earlier than January 1st of the second of such calendar years, regardless of which taxable year Executive actually delivers the executed Release to the Company. Any amounts payable solely on account of an involuntary separation from service within the meaning of Section 409A shall be excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. If, as of the Date of Termination, Executive is a “specified employee” as determined by the Company, then to the extent required in order that any amount or benefit that would be paid or provided to Executive under this Agreement within six (6) months of his “separation from service” (as determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A and is considered for purposes of Section 409A to be owed to Executive by virtue of his separation from service, then to the extent necessary to avoid accelerated taxation and/or tax penalties the imposition of taxes under Section 409A, such amount or benefit will not be paid or provided during the six-month period following the date of Executive’s separation from service and instead shall be paid or provided on the first business day that is at least seven (7) months following the date of Executive’s separation from service, together with interest thereon from the date(s) originally due. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. For purposes of this Agreement, notwithstanding any other provision of this Agreement to the contrary, Executive’s employment and service shall be deemed to have terminated only if (i) Executive is not, immediately after such event, employed by the Company, or any other person with whom Executive’s legal employer would be considered a single employer under Section 414(b) or 414(c) of the Code (collectively the “Controlled Group”), and (ii) to the extent (and only to the extent) that a “payment” (as defined in Section 409A) provided to Executive under this Agreement is subject to Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof Company for purposes of this Agreement unless until Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from 409A. The termination of Executive’s employment by any member within the Employer or any of its subsidiaries or Affiliates. Each amount Controlled Group shall be deemed to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment termination by the Company for purposes of Section 409A, and any payments described in this Agreement that are due within if the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed conditions imposed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathimmediately preceding sentence are met.

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that Notwithstanding any provision of this Agreement, this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or construed and interpreted to comply with Section 409A. The Parties agree that this For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under the Agreement may shall be amended, treated as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with a separate payment of compensation for purposes of applying the Section 409A in order to preserve deferral election rules and the payments and benefits provided hereunder without additional cost to either Partyexclusion from Section 409A for certain short-term deferral amounts. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment and service with the Company for purposes of entitlement to any payments under this Agreement which are subject to Section 409A until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. If the period during which Executive has discretion to execute or revoke the Release straddles two calendar years, the Company shall make the payments that are subject to Section 409A of the Code and conditioned upon the Release no earlier than January 1st of the second of such calendar years, regardless of which taxable year the Executive actually delivers the executed Release to the Company. Any amounts payable solely on account of an involuntary separation from service within the meaning of Section 409A shall be excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. If, as of the Date of Termination, Executive is a “specified employee” as determined by the Company, then to the extent required in order that any amount or benefit that would be paid or provided to Executive under this Agreement within six (6) months of his “separation from service” (as determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A and is considered for purposes of Section 409A to be owed to Executive by virtue of his separation from service, then to the extent necessary to avoid accelerated taxation and/or tax penalties the imposition of taxes under Section 409A, such amount or benefit will not be paid or provided during the six-month period following the date of Executive’s separation from service and instead shall be paid or provided on the first business day that is at least seven (7) months following the date of Executive’s separation from service, together with interest thereon from the date(s) originally due. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. For purposes of this Agreement, notwithstanding any other provision of this Agreement to the contrary, the Executive’s employment and service shall be deemed to have terminated only if (i) Executive is not, immediately after such event, employed by the Company, or any other person with whom Executive’s legal employer would be considered a single employer under Section 414(b) or 414(c) of the Code (collectively the “Controlled Group”), and (ii) to the extent (and only to the extent) that a “payment” (as defined in Section 409A) provided to Executive under this Agreement is subject to Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof Company for purposes of this Agreement unless until Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from 409A. The termination of Executive’s employment by any member within the Employer or any of its subsidiaries or Affiliates. Each amount Controlled Group shall be deemed to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment termination by the Company for purposes of Section 409A, and any payments described in this Agreement that are due within if the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed conditions imposed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathimmediately preceding sentence are met.

Internal Revenue Code Section 409A. The Parties intend It is intended that all of the severance benefits and other payments payable under this Agreement will be administered in accordance with satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A of the Code provided under Treasury Regulations 1.409A‑1(b)(4), 1.409A‑1(b)(5) and all regulations promulgated thereunder 1.409A‑1(b)(9) (“Section 409A”), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A‑2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified Executive” for purposes of Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of Executive’s Separation from Service, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 23 shall be paid in a lump sum to Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the 60th day following the Separation from Service, regardless of when the Release actually becomes effective. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. 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 reimbursable to Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer 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 paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for purposes reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of Section 409A, and any the payments described in this Agreement that are due within the “short term deferral period” as defined in will be exempt from or 215800350 v8 comply with Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein makes no undertaking to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation preclude Section 409A from service applying to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathpayment.

Internal Revenue Code Section 409A. The Parties Company and the Executive intend that this Agreement will be administered in accordance to comply with Section the requirements of section 409A of the Internal Revenue Code and all regulations promulgated thereunder of 1986, as amended (“Section 409A”). To the extent that any provision of All payments under this Agreement is ambiguous as are intended to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning requirements of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided 409A. All payments made under this Agreement shall be strictly paid in accordance with the terms of this Agreement. The Company and the Executive expressly understand that the provisions of this Agreement shall be construed and interpreted to avoid the imputation of any additional tax, penalty or interest under Section 409A and to preserve (to the nearest extent reasonably possible) the intended benefits payable to Executive hereunder. The severance benefits paid under this Agreement shall be treated as a separate identified payment of compensation for purposes of Section 409A, and any payments described in 409A. Any reimbursements or in-kind benefits provided under this Agreement that are due within the “short term deferral period” as defined in subject to Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting made or provided in accordance with the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of DCACTIVE-72975020.1 expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the extent delayed commencement reimbursement of any portion an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to which Executive is entitled under this Agreement is required in order liquidation or exchange for another benefit. Executive’s right to avoid the imposition of additional taxes and interest on Executive any deferred compensation, as defined under Section 409A, such portion of Executive’s benefits shall not be provided subject to Executive prior borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the earlier of (a) extent necessary to avoid additional tax, penalties and/or interest under Section 409A. Nothing herein, including the expiration of foregoing sentence, shall change the six-(6) month period measured from Company’s rights and/or remedies under the date of Executive’s separation from service Agreement and/or applicable law. In no event shall the Company be liable for any penalties, costs, damages, levies or (b) the date of Executive’s death.taxes imposed on Executive pursuant to Section 409A.

Internal Revenue Code Section 409A. The Parties intend parties hereto have a made a good faith effort to comply with current guidance under Section 409A. The intent of the parties hereto is that payments and benefits under this Agreement comply with or be exempt from Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith, including, without limitation, that references to “termination of employment” and like terms, with respect to payments and benefits that are provided under a “nonqualified deferred compensation plan” (as defined in Section 409A) that is not exempt from Section 409A, will be administered interpreted to mean “separation from service” (as defined in accordance Section 409A). In the event that amendments to this Agreement are necessary in order to comply with Section 409A or to minimize or eliminate any income inclusion and penalties under Section 409A (e.g., under any document or operational correction program), Avon and you agree to negotiate in good faith the applicable terms of the Code such amendments and all regulations promulgated thereunder (“Section 409A”)to implement such negotiated amendments, on a prospective and/or retroactive basis, as needed. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount to be paid payable or benefit to be provided under this Agreement shall constitutes an amount payable or benefit to be construed provided under a “nonqualified deferred compensation plan” (as a separate identified payment for purposes of defined in Section 409A) that is not exempt from Section 409A, and any payments described such amount or benefit is payable or to be provided as a result of a “separation from service” (as defined in this Agreement that Section 409A), and you are due within the “short term deferral period” a specified employee (as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and determined pursuant to procedures adopted by Avon from time to time) on your Exhibit 10.4 separation from service date, then, notwithstanding anything contained herein any other provision in this Agreement to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall payment or benefit will not be made or provided to Executive prior to you during the earlier of six (a) the expiration of the six-(66) month period measured from the date of Executive’s following your separation from service or service. Notwithstanding the foregoing, Avon makes no representation to you about the effect of Section 409A on the provisions of this Agreement and Avon shall have no liability to you in the event that you become subject to taxation under Section 409A (b) the date of Executive’s deathother than any tax reporting and/or withholding obligations that Avon may have under applicable law).

Internal Revenue Code Section 409A. The Parties intend that Notwithstanding any provision of this Agreement, this Agreement will shall be administered in accordance construed and interpreted to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code and all or regulations promulgated thereunder (“thereunder. For purposes of the limitations on nonqualified deferred compensation under Section 409A”). To 409A of the extent that any provision Code, each payment of this compensation under the Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such treated as a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof separate payment of compensation for purposes of this Agreement unless Executive would be considered to have incurred a “applying the Section 409A of the Code deferral election rules and the exclusion from Section 409A of the Code for certain short-term deferral amounts. Any amounts payable solely on account of an involuntary separation from service” service within the meaning of Section 409A of the Code shall be excludible from the Employer requirements of Section 409A of the Code, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. If, as of the Date of Termination, Executive is a "specified Executive" as determined by the Company, then to the extent that any of its subsidiaries amount or Affiliates. Each amount to benefit that would be paid or benefit provided to be provided Executive under this Agreement shall be construed within six months of his "separation from service" (as a separate identified payment determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A, 409A and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” considered for purposes of Section 409A409A to be owed to Executive by virtue of his separation from service, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, then such portion of Executive’s benefits shall amount or benefit will not be paid or provided to Executive prior to during the earlier of (a) the expiration of the six-(6) six-month period measured from following the date of Executive’s 's separation from service and instead shall be paid or provided on the first business day that is at least seven (b7) months following the date of Executive’s death's separation from service, except to the extent that, in the Company's reasonable judgment, payment during such six-month period would not cause Executive to incur additional tax, interest or penalties under Section 409A. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein in this Agreement to the contrary, to the maximum extent required permitted by applicable law, amounts payable to the Executive pursuant to Section 7(b)(i) are intended to be made in order to avoid accelerated taxation and/or tax penalties reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral). No amounts payable under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement upon the Executive’s termination of employment shall be payable unless Executive would be considered to have incurred the Executive’s termination of employment constitutes a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h). The Company and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A from of the Employer Code. If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A, the Company shall reform the provision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Company shall not be required to incur any additional compensation expense as a result of the reformed provision. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for Executive with respect to any income recognized by Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its subsidiaries affiliates shall have any obligation to indemnify or Affiliatesotherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability for any damages related thereto. The Executive acknowledges that he has been advised to obtain independent legal, tax or other counsel in connection with Section 409A. Each amount payment under this Agreement is intended to be paid a “separate payment” and not a series of payments for purposes of Section 409A. References in this Agreement to Section 409A of the Code include rules, regulations, and guidance of general application issued by the Department of the Treasury under Code Section 409A. Any payments or benefit to be reimbursements of any expenses provided for under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any payments described made in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwiseaccordance with Treas. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of Reg. § 1.409A 3 (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathi)(1)(iv).

Internal Revenue Code Section 409A. The Parties intend Bank intends that if any payments and benefits are provided under this Severance Agreement will they shall either be administered in accordance with Section 409A of exempt from the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409Aapplication of, or comply with, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with requirements of Code Section 409A. The Parties agree Severance Agreement shall be construed in a manner that this Agreement may be amended, as reasonably requested by either Party, as may be necessary supports the Bank’s intent to be exempt from or fully comply with Code Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. 409A. Notwithstanding anything contained herein in the Agreement to the contrary, the Bank may amend the Severance Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of remaining exempt from or complying with the requirements of Code Section 409A, provided however that any such amendment will not otherwise modify the material financial terms of this Severance Agreement. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Further, (a) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Severance Agreement, then such terms, provisions and conditions shall, to the extent required practicable, be deemed to be made a part of this Severance Agreement, and (b) terms used in order this Severance Agreement shall be construed in accordance with Code Section 409A if and to avoid accelerated taxation and/or tax penalties under the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not to comply with Code Section 409A, Executive then neither the Bank, its Board, its officers, its employees, any of the Bank’s committees nor its or their designees or agents shall not be considered liable to have terminated employment with Xx. Xxxxxx or other persons for actions, decisions or determinations made in good faith. If this provision prevents the Employer payment or distribution of any subsidiary non-exempt deferred compensation, such payment or Affiliate thereof for purposes of this Agreement unless Executive would distribution shall be considered to have incurred made on the date, if any, on which an event occurs that constitutes a Code Section 409A-compliant “separation from service.” within Finally, neither the meaning Bank nor Xx. Xxxxxx shall accelerate the timing of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount payment to be paid or benefit to be provided made under this Agreement shall be construed as a separate identified payment for purposes of Section 409ASeverance Agreement, and neither may defer any payments described in this Agreement that are due within the “short term deferral period” payment to a future date, except as defined in may be expressly permitted by regulations issued under IRS Code Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s death.409A.

Internal Revenue Code Section 409A. The Parties intend that this This Severance Agreement will is intended to comply with the short-term deferral rule under Treasury Regulation Section 1.409A-1(b)(4) and be administered exempt from Code Section 409A, and shall be construed and interpreted in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that such intent, provided that, if any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments payment provided at any time hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” involves non-qualified deferred compensation within the meaning of Section 409A from the Employer 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 Code Section 409A, it is intended to comply with the applicable rules with regard thereto and shall be interpreted accordingly. In no event may you designate, directly or indirectly, the calendar year of any payments described in payment to be made under this Severance Agreement that are due within is considered non-qualified deferred compensation. In the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at event the time period for considering any general release and it becoming effective as a condition of Executive’s separation from service receiving a severance benefit shall overlap two calendar years, no amount of such severance shall be paid in the earlier calendar year. 8x8 does not guarantee that tax treatment of any payment or benefits made under this Severance Agreement, and you shall be responsible in any event for any taxes or penalties due under federal or state tax laws due to payments made hereunder. If you are deemed to be a “"specified employee” for purposes " within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to the extent delayed commencement any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of any portion of the benefits to which Executive is entitled a "separation from service" (as defined under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409ATreasury Regulation § 1.409A-1(h)), such portion of Executive’s benefits payment or benefit shall not be made or provided to Executive prior to at the date which is the earlier Page 3 of 4 K.N. _________ of (aA) the date that is immediately following the expiration of the six-(6) month six (6)-month period measured from the date of Executive’s such "separation from service service," or (bB) the date of Executive’s deathyour death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum (without interest), and any remaining payments and benefits due under this Severance Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with For purposes of Internal Revenue Code Section 409A 409A, the regulations and other guidance thereunder and any state law of the Code and all regulations promulgated thereunder similar effect (collectively “Section 409A”), each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. The parties intend that all payments made or to be made under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. Notwithstanding anything stated herein to the contrary, the severance pay provided in connection with your Involuntary Termination under this Section 4 is intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) and to the extent it is exempt pursuant to such section it shall in any event be paid no later than the last day of your second taxable year following the taxable year in which your Involuntary Termination has occurred; provided that, to the extent that such severance and any other payments paid to you in connection with your Involuntary Termination does not qualify or otherwise exceeds the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, the portion of the severance pay that does not qualify or otherwise exceeds such limit, as determined by the Company in its sole discretion, shall be paid by no later than the fifteenth (15th) day of the third (3rd) month following the end of your first tax year in which your Involuntary Termination occurs, or, if later, the fifteenth (15th) day of the third (3rd) month following the end of the Company’s first tax year in which your Involuntary Termination occurs, as provided in Treasury Regulation Section 1.409A-1(b)(4). Xxxx Xxxxxxx October 21, 2018 To the extent that any provision of COBRA payment premiums set forth in Section 4(b) or 4(c) above or any other reimbursements or in-kind benefits under this Agreement is ambiguous as to its compliance with or otherwise are not exempt from Section 409A, then (i) the provision benefits provided during any calendar year may not affect the benefits to be provided in any other calendar year; (ii) any payment of COBRA premiums or such other reimbursements or in-kind benefits shall be read made on or before the earlier of the last day of the calendar year following the calendar year in which such a manner so that all payments hereunder are either exempt expense was incurred and the end of the second calendar year following the year of the Involuntary Termination; and (iii) the right to such benefits shall not be subject to liquidation or comply exchange for another benefit. Notwithstanding the above, if any of the severance pay provided in connection with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary your Involuntary Termination does not qualify for any reason to be exempt from or fully comply with Section 409A in order pursuant to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Treasury Regulation Section 409A, Executive shall not be considered to have terminated employment with the Employer 1.409A-1(b)(9)(iii) or Treasury Regulation Section 1.409A-1(b)(4) or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer 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, other applicable exemption and any payments described in this Agreement that you are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer Company at the time of Executive’s separation from service your Involuntary Termination to be a “specified employee,” for purposes as defined in Treasury Regulation Section 1.409A-1(i), each such severance payment shall not be made or commence until the date which is the first (1st) business day of the seventh (7th) month after your Involuntary Termination and the installments that otherwise would have been paid during the first six (6) months after your Involuntary Termination shall be paid in a lump sum on the first (1st) business day of the seventh (7th) month after your Involuntary Termination, with any remaining severance pay to be paid in accordance with the schedule set forth in Section 409A4(b) or 4(c) above, as applicable. Such deferral shall only be effected to the extent delayed commencement of any portion required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) federal tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the benefits to which Executive is entitled under this Agreement is required Code in order to avoid the imposition absence of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathdeferral.

Internal Revenue Code Section 409A. The Parties intend that this This Severance Agreement will is intended to comply with the short-term deferral rule under Treasury Regulation Section 1.409A-1(b)(4) and be administered exempt from Code Section 409A, and shall be construed and interpreted in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that such intent, provided that, if any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments payment provided at any time hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” involves non-qualified deferred compensation within the meaning of Section 409A from the Employer 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 Code Section 409A, it is intended to comply with the applicable rules with regard thereto and shall be interpreted accordingly. In no event may you designate, directly or indirectly, the calendar year of any payments described in payment to be made under this Severance Agreement that are due within is considered non-qualified deferred compensation. In the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at event the time period for considering any general release and it becoming effective as a condition of Executive’s separation from service receiving a severance benefit shall overlap two calendar years, no amount of such severance shall be paid in the earlier calendar year. 8x8 does not guarantee that tax treatment of any payment or benefits made under this Severance Agreement, and you shall be responsible in any event for any taxes or penalties due under federal or state tax laws due to payments made hereunder. If you are deemed to be a “"specified employee” for purposes " within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to the extent delayed commencement any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of any portion of the benefits to which Executive is entitled a "separation from service" (as defined under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409ATreasury Regulation 1.409A-1(h)), such portion of Executive’s benefits payment or benefit shall not be made or provided to Executive prior to at the date which is the earlier of (aA) the date that is immediately following the expiration of the six-(6) month six (6)-month period measured from the date of Executive’s such "separation from service service," or (bB) the date of Executive’s death.your death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum (without interest), and any remaining payments and benefits due under this Severance Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Page 5 of 6 K.N. _________

Internal Revenue Code Section 409A. The Parties intend that Notwithstanding any provision of this Agreement, this Agreement will shall be administered in accordance construed and interpreted to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code and all or regulations promulgated thereunder (“thereunder. For purposes of the limitations on nonqualified deferred compensation under Section 409A”). To 409A of the extent that any provision Code, each payment of this compensation under the Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such treated as a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof separate payment of compensation for purposes of this Agreement unless Executive would be considered to have incurred a “applying the exclusion from Section 409A of the Code for certain short-term deferral amounts. Any amounts payable solely on account of an involuntary separation from service” service within the meaning of Section 409A of the Code shall be excludible from the Employer 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 requirements of Section 409A409A of the Code, and any payments described in this Agreement that are due within the “short either as involuntary separation pay or as short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting amounts (e.g., amounts payable under the foregoing and notwithstanding anything contained herein schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the contrarymaximum possible extent. If, if as of the date of termination, Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” as determined by the Company, then to the extent that any amount or benefit that would be paid or provided to Executive under this Agreement within six (6) months of her “separation from service” (as determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A409A and is considered for purposes of Section 409A to be owed to Executive by virtue of her separation from service, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, then such portion of Executive’s benefits amount or benefit shall not be paid or provided to Executive prior to during the earlier of (a) the expiration of the six-(6) six-month period measured from following the date of Executive’s separation from service and instead shall be paid or provided on the first business day that is at least seven (b7) months following the date of Executive’s deathseparation from service, except to the extent that, in the Company’s reasonable judgment, payment during such six-month period would not cause Executive to incur additional tax, interest or penalties under Section 409A. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Internal Revenue Code Section 409A. The Parties intend that This Agreement is intended to comply with the requirements of Section 409A of the Code (to the extent applicable) and the Company agrees to interpret, apply and administer this Agreement will in the least restrictive manner necessary to comply with such requirements and without resulting in any diminution in the value of payments or benefits to the Employee. To the extent that any payments to be administered provided to the Employee under this Agreement result in the deferral of compensation under Section 409A of the Code, and if the Employee is a “Key Employee” as defined in Section 409A(a)(2)(B)(i) of the Code, then any such payments shall instead be transferred to a rabbi trust (which shall be created by the Company, on terms reasonably acceptable to the Employee, as soon as administratively feasible following the occurrence of an event giving rise to the Employee’s right to such payment) and such amounts (together with earnings thereon in accordance with the terms of the trust agreement) shall be transferred from the trust to the Employee upon the earlier of (i) six months and one day after the Employee’s separation from service or (ii) any other date permitted under Section 409A of the Code. To the extent that any of the non-cash benefits provided to the Employee under this Agreement, including but not limited to the Welfare Benefits, result in the deferral of compensation under Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To if the extent that any provision of this Agreement Employee is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer 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 this Agreement that are due within the “short term deferral periodKey Employee” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting 409A(a)(2)(B)(i) of the foregoing and notwithstanding anything contained herein Code, then the Company shall, instead of providing such benefits to the contraryEmployee as set forth hereinabove, if Executive is deemed by delay the Employer at the time proviso of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the such benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to until the earlier of (ai) six months and one day after the expiration of the six-(6) month period measured from the date of ExecutiveEmployee’s separation from service or (bii) such other date permitted under Section 409A of the Code; provided, however, on such date the Company shall be required to pay to the Employee in one lump sum an amount equal to the after-tax costs of Executive’s death.the benefits for the period during which the provision of the benefits was delayed as a result of the application of Code Section 409A.

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of imposes additional taxes and interest on compensation or benefits deferred under certain "nonqualified deferred compensation plans" (as defined under the Code and all regulations promulgated thereunder (“Section 409A”Code). To These plans may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements. The Company reserves the extent right to provide compensation or benefits under any such plan, including this Agreement, in amounts, at times and in a manner that any provision minimizes taxes, interest or penalties as a result of this Agreement is ambiguous as to its compliance with Section 409A, including any required withholdings, and you agree to cooperate with the provision shall be read Company in such actions. Because you are a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, "specified employee," as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with such term is defined under Section 409A in order to preserve (generally one of the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contraryCompany's top 50 highest paid officers), to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive the Company will not make any payments to you under this Agreement or applicable plan, as the case may be, including without limitation the Pension Equalization Plan, upon a "separation of service," as such term is defined under Section 409A, until six (6) months after your date of separation from service or, if earlier, the date of your death. Upon expiration of the six-month period, or, if earlier, the date of your death, the Company shall make a payment to you (or your beneficiary or estate, if applicable) equal to the sum of all payments that would have been paid to you from the date of separation from service through the end of the six (6) month period had you not be considered to have terminated employment with been a "specified employee", and thereafter the Employer Company will make all the payments at the times specified in this Agreement or any subsidiary or Affiliate thereof applicable plan, as the case may be. In addition, the Company and you agree that, for purposes of this Agreement unless Executive would be considered to have incurred a “Agreement, termination of employment (or any variation thereof) will satisfy all of the requirements of "separation from service" as defined under Section 409A. For purposes of this Agreement, the right to a series of installment payments, such as salary continuation or severance payments, shall be treated as the right to a series of separate payments and shall not be treated as a right to a single payment. For purposes of this Agreement, the term "Code" shall mean the Internal Revenue Code of 1986, as amended, including all final regulations promulgated thereunder, and any reference to a particular section of the Code shall include any provision that modifies, replaces or supersedes such section. For the avoidance of doubt, the Company shall provide you with payments attributable to Severance Pay, Benefit Programs, Insurance Program, Fringe Benefit Programs and Bonus referred to above, respectively, in Sections 1.a., 1.b., 1.c., 1.d. and 1.e., immediately from and after the Effective Date through August 24, 2014 if and to the extent the taxable amounts of any such payments that do not qualify for as a “short-term deferral” within the meaning of Tres. Reg. Section 409A from 1.409A-1(b)(4) do not exceed $510,000. Also, the Employer or any of its subsidiaries or Affiliates. Each amount Company shall provide you with Outplacement referred 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 this Agreement that are due within the “short term deferral period” as defined above in Section 409A 1.g. during the Severance Period. Additionally, the Company shall not be treated provide you the three LTIP grant payments referred to above in Section 1.f.i as deferred compensation unless applicable law requires otherwisesoon as administratively practical after August 24, 2014. Without limiting The Company shall pay your Excess Savings Plan and PEP account balances in accordance with the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time terms of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deaththose plans.

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that Notwithstanding any provision of this Agreement, this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or construed and interpreted to comply with Section 409A. The Parties agree that this For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under the Agreement may shall be amended, treated as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with a separate payment of compensation for purposes of applying the Section 409A in order to preserve deferral election rules and the payments and benefits provided hereunder without additional cost to either Partyexclusion from Section 409A for certain short-term deferral amounts. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment and service with the Company for purposes of entitlement to any payments under this Agreement which are subject to Section 409A until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. Any amounts payable solely on account of an involuntary separation from service within the meaning of Section 409A shall be excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. If, as of the Date of Termination, Executive is a “specified employee” as determined by the Company, then to the extent required in order that any amount or benefit that would be paid or provided to Executive under this Agreement within six (6) months of his “separation from service” (as determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A and is considered for purposes of Section 409A to be owed to Executive by virtue of his separation from service, then to the extent necessary to avoid accelerated taxation and/or tax penalties the imposition of taxes under Section 409A, such amount or benefit will not be paid or provided during the six-month period following the date of Executive’s separation from service and instead shall be paid or provided on the first business day that is at least seven (7) months following the date of Executive’s separation from service, together with interest thereon from the date(s) originally due. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. For purposes of this Agreement, notwithstanding any other provision of this Agreement to the contrary, the Executive’s employment and service shall be deemed to have terminated only if (i) Executive is not, immediately after such event, employed by the Company, or any other person with whom Executive’s legal employer would be considered a single employer under Section 414(b) or 414(c) of the Code (collectively the “Controlled Group”), and (ii) to the extent (and only to the extent) that a “payment” (as defined in Section 409A) provided to Executive under this Agreement is subject to Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof Company for purposes of this Agreement unless until Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from 409A. The termination of Executive’s employment by any member within the Employer or any of its subsidiaries or Affiliates. Each amount Controlled Group shall be deemed to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment termination by the Company for purposes of Section 409A, and any payments described in this Agreement that are due within if the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed conditions imposed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathimmediately preceding sentence are met.

Internal Revenue Code Section 409A. The Parties parties intend that this Agreement will be administered in accordance to comply with the requirements of Section 409A of the Internal Revenue Code and all regulations promulgated thereunder of 1986, as amended (“Section 409A”). To the extent that any provision of All payments under this Agreement is ambiguous as are intended to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning requirements of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided 409A. All payments made under this Agreement shall be strictly paid in accordance with the terms of this Agreement. The parties expressly understand that the provisions of this Agreement shall be construed and interpreted to avoid the imputation of any additional tax, penalty or interest under Section 409A and to preserve (to the nearest extent reasonably possible) the intended benefits payable to Xxxxx hereunder. The Severance paid under this Agreement shall be treated as a separate identified payment of compensation for purposes of Section 409A, and any payments described in 409A. Any reimbursements or in-kind benefits provided under this Agreement that are due within the “short term deferral period” as defined in subject to Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting made or provided in accordance with the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the extent delayed commencement reimbursement of any portion an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to which Executive is entitled under this Agreement is required in order liquidation or exchange for another benefit. Xxxxx’x right to avoid the imposition of additional taxes and interest on Executive any deferred compensation, as defined under Section 409A, such portion of Executive’s benefits shall not be provided subject to Executive prior borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the earlier extent necessary to avoid additional tax, penalties and/or interest under Section 409A. Nothing herein, including the foregoing sentence, shall change the Company’s rights and/or remedies under the Agreement and/or applicable law. In the exercise of (a) any of its remedies, the expiration Company will consider in good faith the impact of Section 409A on Xxxxx and shall meaningfully consult with Xxxxx before taking any action that might have an adverse impact on Xxxxx under Section 409A. In no event shall the Company be liable for any penalties, costs, damages, levies or taxes imposed on Xxxxx pursuant to Section 409A. FOR EXECUTION ON, BUT NOT BEFORE, MARCH 9, 2021 IN WITNESS WHEREOF, the undersigned, intending to be bound hereby, have agreed to the terms and conditions of this Agreement as of the six-(6date first set forth below. ​​​​​ ​​ ​​ ​​ ​​​​​​ ​​ ​​ ​​ ​​ ​​​​ ​​ ​​ ​​ ​​ ​​​​ ​​ ​​ ​​ ​​ ​​​​ ​​ ​​ ​​ ​​ ​​​XXXXXX XXXXX​ /s/ Xxxxxx Xxxxx​​Date:​ ​March 9, 2021​ ​​ ​​MARINUS PHARMACEUTICALS, INC.​By:​ ​/s/ Xxxxx Braunsetin​ ​​Name:​ ​Xxxxx Xxxxxxxxxx​ ​​Title:​ ​Chief Executive Officer​ ​​Date:​ ​March 9, 2021​ ​​ ​​​​ ​ ​ ​ ​ ​ ​ ​ Schedule A ​ Schedule of Outstanding Stock Options that shall become Vested Effective as of the Separation Date ​ ​ ​ ​ Grant Date Exercise Price Number of Shares Subject to Option Award(Exercisable) month period measured from Number of Shares Subject to Option Award(Unexercisable) Number of Shares Subject to Option Award that shall become Vested Effective as of the date of Executive’s separation from service or (b) the date of Executive’s death.Separation Date* 11/25/2013 $4.16 35,927 ​ ​ 12/22/2014 $34.80 15,500 ​ ​ 7/20/2015 $57.20 17,500 ​ ​ 8/3/2016 $6.00 14,350 ​ ​ 1/7/2017 $4.84 14,700 ​ ​ 12/6/2017 $24.76 50,000 ​ ​ 2/26/2019 $15.84 37,500 12,500 12,500 8/21/2019 $4.48 7,917 7,083 7,083 1/8/2020 $8.28 74,375 116,875 116,875 ​

Internal Revenue Code Section 409A. The Parties intend that Notwithstanding any provision of this Agreement, this Agreement will shall be administered in accordance construed and interpreted to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code and all or regulations promulgated thereunder (“thereunder. For purposes of the limitations on nonqualified deferred compensation under Section 409A”). To 409A of the extent that any provision Code, each payment of this compensation under the Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such treated as a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof separate payment of compensation for purposes of this Agreement unless Executive would be considered to have incurred a “applying the exclusion from Section 409A of the Code for certain short-term deferral amounts. Any amounts payable solely on account of an involuntary separation from service” service within the meaning of Section 409A of the Code shall be excludible from the Employer requirements of Section 409A of the Code, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. If, as of the date of termination, the Executive is a “specified employee” as determined by the Company, then to the extent that any of its subsidiaries amount or Affiliates. Each amount to benefit that would be paid or benefit provided to be provided the Executive under this Agreement shall be construed within six (6) months of his “separation from service” (as a separate identified payment determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A, 409A and any payments described in this Agreement that are due within the “short term deferral period” as defined in is considered for purposes of Section 409A to be owed to the Executive by virtue of his separation from service, then such amount or benefit shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting paid or provided during the foregoing and notwithstanding anything contained herein to six-month period following the contrary, if Executive is deemed by date of the Employer at the time of Executive’s separation from service to and instead shall be a “specified employee” for purposes of Section 409A, to paid or provided on the extent delayed commencement of any portion of the benefits to which Executive first business day that is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of at least seven (a7) the expiration of the six-(6) month period measured from months following the date of the Executive’s separation from service service, except to the extent that, in the Company’s reasonable judgment, payment during such six-month period would not cause the Executive to incur additional tax, interest or penalties under Section 409A. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (bi) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the date amount of Executive’s deathexpenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Internal Revenue Code Section 409A. The Parties intend It is intended that all of the severance benefits and other payments payable under this Agreement will be administered in accordance with satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A of the Code provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and all regulations promulgated thereunder 1.409A-1(b)(9) (“Section 409A”), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, 263288939 v1 each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified Executive” for purposes of Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of Executive’s Separation from Service, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 23 shall be paid in a lump sum to Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the 60th day following the Separation from Service, regardless of when the Release actually becomes effective. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. 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 reimbursable to Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer 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 paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for purposes reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of Section 409A, and any the payments described in this Agreement that are due within the “short term deferral period” as defined in will be exempt from or comply with Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein makes no undertaking to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation preclude Section 409A from service applying to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathpayment.

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder Restricted Stock Units are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary intended to be exempt from or fully comply compliant with Code Section 409A in order and the U.S. Treasury Regulations relating thereto so as not to preserve subject the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein Participant to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the meaning of Section 409A from the Employer 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 this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest under Code Section 409A or other adverse tax consequences. In furtherance of this intent, the provisions of this Agreement will be interpreted, operated, and administered in a manner consistent with these intentions. The Administrator may modify the terms of this Agreement and/or the Plan without the consent of the Participant, in the manner that the Administrator may determine to be necessary or advisable in order to comply with Code Section 409A or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Code Section 409A if compliance is not practical. This Section 24 does not create an obligation on Executive the part of the Company to modify the terms of this Agreement or the Plan and does not guarantee that the Restricted Stock Units or the delivery of Shares upon settlement of the Restricted Stock Units will not be subject to taxes, interest and penalties or any other adverse tax consequences under Code Section 409A. Nothing in this Agreement shall provide a basis for any person to take any action against the Company or any of its Subsidiaries or Affiliates based on matters covered by Code Section 409A, such portion including the tax treatment of Executiveany amounts paid under this Agreement, and neither the Company nor any of its Subsidiaries or Affiliates will have any liability under any circumstances to the Participant or any other party if the Restricted Stock Units, the delivery of Shares upon vesting/settlement of the Restricted Stock Units or other payment or tax event hereunder that is intended to be exempt from, or compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Administrator with respect thereto. * * * By the Participant’s benefits agreement to this Agreement, the Participant agrees that the Restricted Stock Units are granted under and governed by the terms and conditions of the Plan and this Agreement. The Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Agreement. In order to agree to this Agreement, please click “I Agree” below. LOGITECH INTERNATIONAL S.A. 2006 STOCK INCENTIVE PLAN APPENDIX ADDITIONAL TERMS AND CONDITIONS OF PERFORMANCE SHARE UNIT AGREEMENT This Appendix includes additional terms and conditions that govern the Restricted Stock Units granted to the Participant under the Plan if the Participant resides in one of the countries listed below. Capitalized terms used but not defined in this Appendix shall have the meanings set forth in the Plan and/or the Agreement. This Appendix also includes information regarding securities law and other issues of which the Participant should be aware with respect to participation in the Plan. The information is based on the securities and other laws in effect in the respective countries as of April 2017. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the Restricted Stock Units vest or the Participant sells Shares acquired under the Plan. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation. Finally, if the Participant is a citizen or resident of a country other than the one in which the Participant is currently working or transfers employment between countries after the Grant Date, the Participant may be subject to the special terms and conditions for more than one country and/or the information for more than one country may be applicable to the Participant. It is also possible that the special terms and conditions and the information may not be provided to Executive prior applicable to the earlier Participant in such a case. ALL CURRENT EUROPEAN ECONOMIC AREA (“EEA”) MEMBER COUNTRIES Termination of (aService Due to Retirement. The following supplements Section 5(c) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s death.Agreement:

Internal Revenue Code Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein in this Agreement to the contrary, to if you are deemed by the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with Company at the Employer or any subsidiary or Affiliate thereof for purposes time of this Agreement unless Executive would be considered to have incurred a your “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Internal Revenue Code (“409A”), severance payments in Section 6(b)(2)(A) that otherwise would be paid in the first six months following separation from service will instead be paid in the seventh month following separation from service or, if earlier, within 30 days of your death, except no delay shall apply with respect to amounts that are due only upon an involuntary separation from service (as defined in Section 1.409A-1(n) of the Department of Treasury Regulations), and that, when combined with all other such payments, do not exceed the amount specified in Section 1.409A1(b)(9)(iii)(A) of the Department of Treasury Regulations (generally the lesser of two times annualized payor two times the compensation limit in Section 401(a)(17) of the Internal Revenue Code), and to the extent severance amounts are required to be delayed, such severance amounts are considered for purposes of 409A to be separate payments from the Employer or any of its subsidiaries or Affiliates. Each amount severance amounts that are not required to be paid delayed. The Agreement shall be interpreted to ensure that the payments made to you are exempt from, or benefit to be provided under comply with, 409A; provided, however, that nothing in this Agreement shall be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a separate identified payment for purposes result of Section a failure to comply with 409A) from you to the Company or to any other individual or entity. Very truly yours, ALCO STORES, INC. /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Chairman of the Board Accepted and any payments described in Agreed to: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx SEPARATION AND RELEASE AGREEMENT THIS SEPARATION AND RELEASE AGREEMENT (this Agreement that are due within “Agreement”) is made as of the ____ day of ______________, by and between Xxxxxxx X. Xxxxxxx (the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting Executive”) and Alco Stores, Inc., a Kansas corporation (the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s deathCompany”).