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 (a) It is the intent of the parties that this Agreement will shall be interpreted and administered in accordance a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and all regulations promulgated applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (“and any applicable transition relief under Section 409A”409A of the Code). To Neither the extent that Company Group, nor their directors, officers, employees or advisers shall be held liable for any provision taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in 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 that the severance payments under Section 409A6(e) and any other amount or benefit under this Agreement, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof constitutes non-exempt “deferred compensation” for purposes of this Agreement Section 409A of the Code (“Non-Exempt Deferred Compensation”) and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of the Employment, such amounts will not be payable or distributable to Employee unless Executive would be considered the circumstances giving rise to have incurred a such termination of the Employment meet any description or definition of “separation from service” within the meaning of in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount upon Employee’s termination of the Employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the Employer provision of payment or any benefit is conditioned on Employee’s execution and non-revocation of its subsidiaries the Release, provided that the Release has been timely delivered to Employee not later than ten (10) days after the date of termination of the Employment, such Release must be executed, and all applicable revocation periods shall have expired, within sixty (60) days after the date of termination of the Employment, failing which such payment or Affiliatesbenefit shall be forfeited. Each amount If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the Release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the Release. (d) If Employee is entitled to be paid or benefit reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. No right of Employee to be provided reimbursement of expenses under this Agreement shall be construed as subject to liquidation or exchange for another benefit. (e) Each payment of termination benefits under Section 6 of this Agreement, including, without limitation, each payment of COBRA Cost under Section 6(g)(iv), shall be considered a separate identified payment payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A, and any payments described 409A of the Code. (f) 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 is deemed any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by the Employer at the time reason of ExecutiveEmployee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to be a “specified employee” for purposes any permissible acceleration of payment by the Company under Treas. Reg. Section 409A1.409A-3(j)(4)(ii) (domestic relations order), to the extent delayed commencement (j)(4)(iii) (conflicts of any portion interest), or (j)(4)(vi) (payment 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 employment taxes): (ai) the expiration amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-(6) six-month period measured from the date of Executiveimmediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (bor, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the date normal payment or distribution schedule for any remaining payments or distributions will resume at the end of Executive’s deaththe Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

Internal Revenue Code Section 409A. The Parties intend (a) It is intended that this Agreement will be administered in accordance comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and all regulations promulgated thereunder (“interest under Section 409A”)409A of the Code. To In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any provision regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement is ambiguous as to its compliance with Section 409A, maintain to the provision shall be read in maximum extent practicable the original intent of the Agreement while avoiding the application of such a manner so that all payments hereunder are either exempt taxes 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 interest under Section 409A in order to preserve of the payments and benefits provided hereunder without additional cost to either Party. Code. (b) 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 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 determined to be a “specified employee” for purposes Specified Employee as of Section 409Athe Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed commencement payments shall be accumulated and paid in a lump-sum catch-up payment as of any the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to which be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is entitled determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is required in order to avoid the imposition of additional taxes and interest on Executive a key employee under Section 409A416(i) of the Code, such portion of “compensation” shall mean Executive’s benefits shall not be provided to Executive prior to W-2 compensation as reported by 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 deathEmployer for a particular calendar year.

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 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 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 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 This Agreement shall be interpreted and applied in all circumstances in a manner that is consistent with the intent of the parties that amounts earned and payable pursuant to this Agreement will shall not be administered in accordance with subject to the premature income recognition or adverse tax provisions of Internal Revenue Code Section 409A 409A. Accordingly, by way of example and not limitation, (a) distributions of benefits payable following Employee’s termination of employment shall commence as of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision of date required by this Agreement is ambiguous as to its compliance with or, if later, the earliest date permitted by Internal Revenue Code Section 409A, (generally six months after termination, if Employee is a “specified employee” within the provision meaning of Internal Revenue Code Section 409A); (b) the phrase “termination of employment” (and similar terms and phrases) 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 construed 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 mean “separation from service” within the meaning of Internal Revenue Code Section 409A from 409A; (c) the Employer or any of its subsidiaries or Affiliates. Each amount right to be paid or benefit receive installment payments pursuant to be provided under this Agreement shall be construed treated as a right to receive a series of separate identified payment for purposes and distinct payments; and (d) to the extent that any reimbursement or in-kind benefits are subject to the requirements of Internal Revenue Code Section 409A, (x) the amount eligible for reimbursement or in-kind benefit in one calendar year will not affect the amount eligible for reimbursement or in-kind benefit in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (y) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit, and (z) subject to any payments described shorter time periods provided in this Agreement that are due within Agreement, any such reimbursement of an expense or in-kind benefit must be made on or before 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 last day of the benefits to calendar year following the calendar year in 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 deathexpense was incurred.

Internal Revenue Code Section 409A. The Parties intend that this (a) This Agreement will be construed and administered in accordance with to preserve the exemption from Section 409A of the Code of payments that qualify as a short-term deferral or that qualify for the two-times separation pay exception. With respect to any amount that is subject to Section 409A of the Code, it is intended, and all this Agreement will be so construed, that any such amount payable under this Agreement and the Company’s, Bank’s or Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Code Section 409A and the treasury regulations promulgated thereunder relating thereto (“Section 409A”). To ) so as not to subject Executive to the extent payment of interest and additional tax that any provision of this Agreement is ambiguous may be imposed under Section 409A. Solely as necessary to its compliance comply 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 Agreement, “termination of employment” or “employment termination” or similar terms shall have incurred a the same meaning as “separation from service” within under Section 409A(a)(2)(A)(i) of the meaning of Section 409A from Code. If a payment is not made by the Employer or any of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided designated payment date under this Agreement Agreement, the payment shall be construed as a separate identified payment for purposes made by December 31 of Section 409A, and any payments described the calendar year in this Agreement that are due within which 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 designated date occurs. (b) If Executive is deemed by the Employer at the time of Executive’s separation from service to be a “specified employee” for purposes of on Executive’s separation from service, any payment that is subject to Section 409A409A and that is payable to Executive in connection with Executive’s separation from service, shall not be paid earlier than six months after such separation from service, and to the extent delayed commencement of any portion of such payment is delayed, will be paid, without interest, on 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) first payroll date after the expiration of the six-(6) such six-month period measured from (if Executive dies after the date of Executive’s separation from service but before any payment has been made, such remaining payments that were or (b) the date of could have been delayed will be paid to Executive’s deathestate without regard to such six-month delay). (c) References in this Agreement to Section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Section 409A of the Code.

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 Employers and the Executive acknowledge that each of the payments and benefits to the Executive under this Agreement will must either comply with the requirements of Section 409A of the Code and the regulations thereunder or qualify for an exception from compliance. To that end, the Employers and the Executive agree that: (a) the legal fee reimbursements described in Section 19 are intended to satisfy the requirements for a “reimbursement plan” described in Treasury Regulation Section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (b) the life, medical, dental and disability coverage described in accordance Section 3 are intended (A) if furnished in-kind, to be exempt from compliance with Section 409A of the Code as a welfare benefit plan described in Treasury Regulation Section 1.409A-1(b)(5) and all regulations promulgated thereunder (B) if furnished by reimbursement, to satisfy the requirements for a “Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision reimbursement or in-kind benefit plan” described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be read administered to satisfy such requirements; (c) the Standard Termination Entitlements payable upon termination of employment described in such a manner so that all payments hereunder Section 3 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 Section 409A in order of the Code pursuant to preserve Treasury Regulation Section 1.409A-1(b)(3) as payments made pursuant to the Employers’ customary payment timing arrangements. All other payments and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein due to the contrary, to Executive under this Agreement on account his termination of employment that are not exempt from Section 409A of the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive Code shall not be considered paid prior to, and shall, if necessary, be deferred to have terminated employment with and paid on the Employer or any subsidiary or Affiliate thereof for purposes later of this Agreement unless the earliest date on which the Executive would be considered to have incurred experiences a “separation from service” service (within the meaning of Treasury Regulation Section 409A 1.409A-1(h)) and, if the Executive is a specified employee (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of his separation from service, the Employer or any first day of its subsidiaries or Affiliatesthe seventh month following his separation from service. Each amount to be paid or benefit to be provided under this Agreement All such deferred amounts shall be construed deposited in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a separate identified payment for purposes financial institution selected by the Employers with the approval of Section 409A, and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A Executive (which approval shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting unreasonably withheld or delayed), pursuant to a trust agreement, the foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed terms of which are approved 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 Executive (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 approval shall not be provided to Executive prior to unreasonably withheld or delayed) (the earlier of (a) “Rabbi Trust”), and payments made shall include earnings on the expiration investments made with the assets of the six-(6) month period measured from the date Rabbi Trust, which investments shall consist of Executive’s separation from service short-term investment grade fixed income securities or (b) the date units of Executive’s deathinterest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities.

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 intend that This Agreement is intended to comply with the American Jobs Creation Act of 2004, Code Section 409A, and related guidance. (a) Notwithstanding anything to the contrary set forth in this Agreement will Agreement, any Severance Benefits paid (i) within 2-½ months of the end of the Company’s taxable year containing the Officer’s separation from service with the Company, or (ii) within 2-½ months of the Officer’s taxable year containing the separation from service from employment by the Company shall be administered exempt from the requirements of Section 409A of the Code, and shall be paid in accordance with this Article 3. Severance Benefits subject to this Section 3.2(a) shall be treated and shall be deemed to be an entitlement to a separate payment within the meaning of Section 409A of the Code and all the regulations promulgated thereunder thereunder. (“Section 409A”). b) To the extent Severance Benefits are not exempt from Section 409A under Section 3.2(a) above, any Severance Benefits paid in the first six (6) months following the Officer’s separation from service with the Company that any provision are equal to or less than the lesser of this Agreement is ambiguous as to its compliance with the amounts described in Treasury Regulation Section 409A, the provision 1.409A-1(b)(9)(iii)(A)(1) and (2) 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 and shall be paid in order accordance with this Article 3. Severance Benefits subject to preserve the payments this Section 3.2(b) shall be treated and benefits provided hereunder without additional cost shall be deemed to either Party. Notwithstanding anything contained herein be an entitlement 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” separate payment within the meaning of Section 409A of the Code and the regulations thereunder. (c) To the extent Severance Benefits are not exempt from Section 409A under Sections 3.2(a) or (b) above, any Severance Benefits paid equal to or less than the Employer or any applicable dollar amount under Section 402(g)(1)(B) of its subsidiaries or Affiliatesthe Code for the year of separation from service with the Company shall be exempt from Section 409A in accordance with Treasury Regulation Section 1.409A-1(b)(9)(v)(D) and shall be paid in accordance with this Article 3. Each amount Severance Benefits subject to this Section 3.2(c) shall be treated and shall be deemed to be paid an entitlement to a separate payment within the meaning of Section 409A of the Code and the regulations thereunder. (d) To the extent Severance Benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (b) or benefit (c) above, and to the extent the Officer is a “specified employee” (as defined below), payments due to the Officer under Section 3 shall begin no sooner than six (6) months after the Officer’s separation from service with the Company (other than for death); provided, however, that any payments not made during the six (6) month period described in this Section 3.2(d) due to the six (6) month delay period required under Treasury Regulation Section 1.409A-3(i)(2) shall be provided made in a single lump sum as soon as administratively practicable after the expiration of such six (6) month period and the balance of all other payments required under this Agreement shall be construed made as a separate identified payment for purposes of Section 409A, and any payments described otherwise scheduled 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 otherwiseAgreement. Without limiting the foregoing and notwithstanding Notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s separation from service and subject to be a “specified employee” for purposes of Code Section 409A, to the extent delayed commencement of any portion of the benefits following rules should apply to which Executive is entitled under this Agreement is required the Officer in order to avoid the imposition of additional taxes and interest on Executive under Section 409Aconnection with a payment made hereunder, such portion of Executive’s benefits payment shall not be provided to Executive prior to the earlier of (a) the expiration made or commence as a result of the six-(6Officer’s Effective Date of Termination if the Officer is a key employee (as set forth below) before the date that is not less than six (6) months after the Officer’s Effective Date of Termination. For this purpose, a key employee includes a “specified employee” (as defined in Code Section 409A(a)(2)(B)) during the entire twelve (12) month period measured from determined by the Company ending with the annual date upon which key employees are identified by the Company, and also includes any Officer identified by the Company in good faith with respect to any distribution as belonging to the group of Executive’s separation from service identified key employees, to a maximum of 200 such key employees, regardless of whether such Officer is subsequently determined by the Company, any governmental agency, or a court not to be a key employee. The identification date for determining key employees shall be each December 31 (band the new key employee list shall be updated and effective each subsequent April 1). (e) For purposes of this Agreement, the date term “specified employee” shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of Executive’s deathwhether the Officer is a “specified employee” shall be made by the Company in good faith applying the applicable Treasury regulations.

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 a) 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 contrary in 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 contraryAgreement, if the Executive is deemed by the Employer at the time of Executive’s his separation from 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 (a) the expiration of the six-(6) six-month period measured from the date of the Executive’s “separation from service service” with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (b) 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 Section 6.14 shall be paid in a lump sum to the Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (b) The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with Section 409A, including, without limitation, any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder would otherwise be taxable to Executive under Section 409A, the Company may adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines in its sole discretion are necessary or appropriate to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under such Section. (Signature page follows)

Internal Revenue Code Section 409A. The Parties intend (a) It is intended that any amounts payable under this Agreement will shall either be administered in accordance exempt from or comply with Section 409A of the Code (including the Treasury regulations and all regulations promulgated thereunder other published guidance relating thereto) (“Code Section 409A”)) so as not to subject the Participant to payment of any interest or additional tax imposed under Code Section 409A, and shall be consistently interpreted in accordance with such intent. To the extent that any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed by Code Section 409A, this Agreement shall be modified to avoid such additional tax, penalty or interest yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Participant. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from Participant or any other individual to the Company or any of their respective Affiliates, employees or agents. (b) To the extent a payment or benefit under this Agreement is ambiguous as nonqualified deferred compensation subject to its compliance with Code Section 409A, a termination of employment by 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 Participant shall not be considered deemed to have terminated employment with the Employer or any subsidiary or Affiliate thereof occurred for purposes of any provision of this Agreement providing for the payment of any amounts upon or following a termination of employment unless Executive would be considered to have incurred such termination is also 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 and, for purposes of Section 409Aany such provision of this Agreement, and any payments described in this Agreement that are due references to a “termination,” “termination of employment” or like terms shall mean “separation from service” within the “short term deferral period” as defined in meaning of Code Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting 409A. If the foregoing and notwithstanding anything contained herein to the contrary, if Executive Participant is deemed by on the Employer at the time date of Executive’s a separation from service (within the meaning of Code Section 409A) to be a “specified employee” for purposes (within the meaning of that term under Section 409A(a)(2)(B) of the Code and determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Code Section 409A), then with regard to any payment or the extent delayed commencement provision of any portion benefit that is “nonqualified deferred compensation” within the meaning of Code Section 409A and which is paid as a result 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, Participant’s “separation from service,” such portion of Executive’s benefits payment or benefit shall not be made or provided to Executive prior to the date which is the earlier of (ai) the expiration of the six-(6) month six (6)-month period measured from the date of Executive’s such “separation from service or service” of the Participant, and (bii) the date of Executivethe Participant’s deathdeath (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this clause (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

Internal Revenue Code Section 409A. The Parties intend (i) Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that this Agreement will be administered in accordance with are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and all the final regulations and any guidance promulgated thereunder (“Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A) (together, the provision shall “Deferred Compensation Separation Benefits”) will be read in such a manner so that all payments hereunder are either exempt paid 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 otherwise 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 until Employee has a “separation from service” within the meaning of Section 409A from the Employer 409A. (ii) Any severance payments or any of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided benefits under this Agreement that would be considered Deferred Compensation Severance Benefits will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Employee’s separation from service, or, if later, such time as required by clause (iii) below. Any installment payments that would have been made to Employee during the sixty (60) day period immediately following Employee’s separation from service but for the preceding sentence will be paid to Employee on the sixtieth (60th) day following Employee’s separation from service and the remaining payments shall be construed made as provided in this Agreement. If Employee should die before all amounts have been paid, such unpaid amounts shall be paid in a separate identified lump-sum payment for purposes (less any withholding taxes) to Employee’s designated beneficiary, if living, or otherwise to the personal representative of Employee’s estate. (iii) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A409A at the time of Employee’s termination (other than due to death), and any payments described in this Agreement then the Deferred Compensation Separation Benefits that are due payable within the “short term deferral period” as defined first six (6) months following Employee’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in Section 409A shall not be treated as deferred compensation unless 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 is deemed by the Employer at the time of ExecutiveEmployee dies following Employee’s separation from service service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a “specified employee” lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments 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 Treasury Regulations. (iv) Any amount paid under this Agreement is required in order to avoid that satisfies 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 requirements of the six-(6“short-term deferral” rule set forth in Section 1.409A-1(b)(4) month period measured from of the date Treasury Regulations will not constitute Deferred Compensation Separation Benefits for purposes of Executive’s clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during the Company’s taxable year preceding the Company’s taxable year of Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (bii) the date maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of Executivethe Code for the year in which Employee’s deathemployment is terminated.

Internal Revenue Code Section 409A. The Parties intend (a) If at the time of the Executive’s separation from service, (i) the Executive is a specified employee (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and using the identification methodology selected by the Company from time to time), and (ii) the Company makes a good faith determination that this Agreement will an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code), the payment of which is required to be administered delayed pursuant to the six-month delay rule set forth in accordance with Section 409A of the Code and all regulations promulgated thereunder in order to avoid additional taxes or interest under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first to occur of (“x) the first business day after such six-month period, (y) Executive’s death, or (z) such other date as will not cause such payment to be subject to tax or interest under Code Section 409A”). 409A. (b) It is the intention of the Parties that payments or benefits payable under this Agreement not be subject to the additional tax or interest imposed pursuant to Code Section 409A. To the extent that any provision of this Agreement is ambiguous as such potential payments or benefits could become subject to its compliance with Code Section 409A, the provision Parties shall be read cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such a manner so that all payments hereunder are either exempt tax being imposed. The Executive shall, at the request of the Company, take any action (or refrain from taking any action), required to comply with any correction procedure promulgated pursuant to Code Section 409A. The Parties agree In no event shall the Company be liable to Executive for any taxes, penalties, or interest that this Agreement may be amendeddue as a result of the application of Code Section 409A. (c) With respect to payments under this Agreement, 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 for purposes of Code Section 409A, Executive shall not each severance payment will be considered one of a series of separate payments, and each such payment shall be a separately identifiable and determinable amount. (d) For purposes of determining the timing of any payment of severance compensation, the Executive will be deemed to have terminated a 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 only upon a “separation from service” within the meaning of Code Section 409A from 409A. (e) Any amount that the Employer or any of its subsidiaries or Affiliates. Each amount Executive is entitled to be paid or benefit reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical, and in any event not later than the last day of the calendar year following the year in which the expenses were incurred. (f) Executive’s termination of his employment for Good Reason is intended to be provided under a separation from service for good reason as described in Treas. Reg. § 1.409A-1(n)(2) and this Agreement shall be interpreted and construed as a separate identified payment for accordingly. (g) For purposes of this Agreement, each payment of severance compensation is intended to be excepted from Code Section 409A, 409A to the maximum extent provided under Code Section 409A as follows: (i) each payment that is scheduled to be made following Executive’s termination of employment and any within the applicable 2 1/2 month period specified in Treas. Reg. § 1.409A(b)(4) is intended to be excepted under the short-term deferral exception as specified in Treas. Reg. § 1.409A-1(b)(4) and (ii) each payment that is not otherwise excepted under the short-term deferral exception is intended to be excepted under the involuntary separation pay exception as specified in Treas. Reg. § 1.409A-1(b)(9)(iii) or the exception for limited payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A Treas. Reg. § 1.409A-1(b)(9)(v)(D). The Executive shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein have no 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 benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from designate the date of Executive’s separation from service or (b) the date any payment of Executive’s deathseverance compensation to be made hereunder.

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 (a) It is intended that this Agreement will be administered in accordance comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and all regulations promulgated thereunder (“interest under Section 409A”)409A of the Code. To In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any provision regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the Parties agree to amend this Agreement is ambiguous as to its compliance with Section 409A, maintain to the provision shall be read in maximum extent practicable the original intent of the Agreement while avoiding the application of such a manner so that all payments hereunder are either exempt taxes 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 interest under Section 409A in order to preserve of the payments and benefits provided hereunder without additional cost to either Party. Code. (b) 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 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 determined to be a “specified employee” for purposes Specified Employee as of Section 409Athe Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed commencement payments shall be accumulated and paid in a lump-sum catch-up payment as of any the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to which be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is entitled determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is required in order to avoid the imposition of additional taxes and interest on Executive a key employee under Section 409A416(i) of the Code, such portion of “compensation” shall mean Executive’s benefits shall not be provided to Executive prior to W-2 compensation as reported by 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 deathEmployer for a particular calendar year.

Internal Revenue Code Section 409A. The Parties intend that this (a) This Agreement will is intended to comply with the requirements of Section 409A of the Code, and specifically, with the “short-term deferral exception” under Treasury Regulation Section 1.409A-1(b)(4) and the “separation pay exception” under Treasury Regulation Section 1.409A-1(b)(9)(iii), and shall in all respects be administered in accordance with Section 409A of the Code Code. If any payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanctions on Executive under Section 409A of the Code, then the payment or benefit shall be provided in full at the earliest time thereafter when the sanctions will not be imposed. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” (within the meaning of the term under Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, the right to a series of installment payments under this Agreement (if any) is to be treated as a right to a series of separate payments, and all regulations promulgated thereunder (“Section 409A”)if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. To the extent that any provision payment provided for hereunder would be subject to additional tax under Section 409A of the Code, or would cause the administration of this Agreement is ambiguous as to its compliance with fail to satisfy the requirements of Section 409A409A of the Code, the provision shall will 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 deemed null and benefits provided hereunder without additional cost to either Party. Notwithstanding anything contained herein to the contrary, void to the extent required permitted by applicable law, and any amount will be payable in order to avoid accelerated taxation and/or tax penalties under accordance with Section 409A16(b) of this Agreement. In no event shall Executive, directly or indirectly, designate the calendar year of payment. (b) If, when separation from service occurs, 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 of the Code, and if the cash severance payment under Section 3(a) of this Agreement would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption 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 six-month delay requirement of Section 409A409A(a)(2)(B)(i) of the Code is not available (i.e., the “short-term deferral exception” under Treasury Regulations Section 1.409A-1(b)(4) or the “separation pay exception” under Treasury Section 1.409A-1(b)(9)(iii)), the Bank will make the maximum severance payment possible in order to comply with an exception from the six month requirement and make any payments described remaining severance payment under Section 3(a) of the Agreement to Executive in a single lump sum without interest on the first payroll date that occurs after the date that is six (6) months after the date on which Executive separates from service. (c) 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 Treasury under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Internal Revenue 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. (a) The Parties parties hereto intend that all payments, compensation and benefits to be made or provided to the Executive hereunder will be paid or provided in compliance with all applicable requirements of Code Section 409A or an exemption therefrom, and the provisions of this Agreement will shall be construed and administered in accordance with Section 409A and to implement such intent. In further of the Code and all regulations promulgated thereunder (“Section 409A”)foregoing, the provisions set forth below shall apply not withstanding any other provisions in this Agreement to the contrary. To the extent that the Board determines that any provision of compensation or benefits payable under this Agreement is ambiguous as to its compliance may not be compliant with or exempt from Code Section 409A, the provision Board and the Executive shall be read cooperate and work together in such good faith to timely amend this Agreement in a manner so that all payments hereunder are either exempt or intended to comply with the requirements of Code Section 409A or an exemption therefrom (including amendments with retroactive effect), or take any other actions as they deem necessary or appropriate to (a) exempt such compensation and benefits from Code Section 409A and/or preserve the intended tax treatment with respect to such compensation and benefits, or (b) comply with the requirements of 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 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 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 interpreted in accordance with the provisions of Code Section 409A409A. If the Executive, and any payments described in this Agreement that are due within nonetheless, becomes subject to the “short term deferral period” as defined in additional tax under Code Section 409A with respect to any payment hereunder or the Prior Agreement, the Employer shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting pay the foregoing and notwithstanding anything contained herein to Executive an additional lump-sum cash amount such that after such additional lump sum the contrary, if Executive is deemed by in 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 same net after-tax position he would have been in had no payments under this Agreement is required or the Prior Agreement subjected him to the additional tax under Code Section 409A. Any gross-up payment provided under this Section 12(a) shall be paid in order to avoid accordance with Treasury Regulation Section 1.409A-3(i)(1)(v), including that such gross-up payment shall be paid by the imposition end of additional taxes and interest on Executive under Section 409A, such portion of the Executive’s benefits shall not be provided to taxable year next following the Executive’s taxable year in which the Executive prior remits the related taxes 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 deathrelevant taxing authority.

Internal Revenue Code Section 409A. The Parties intend that Notwithstanding anything in the Plan or this Agreement will to the contrary, the Award of RSUs granted hereunder is intended to meet any applicable requirements for compliance under, or an exemption from (specifically, the short-term deferral exception under Treasury Regulation § 1.409A-1(b)(4)), Code Section 409A, and this Agreement shall be construed and administered accordingly. Notwithstanding anything in accordance this Agreement to the contrary, if the RSUs become vested and settled upon the Grantee’s termination of employment, payment with respect to the RSUs shall be delayed for a period of six months after the Grantee’s termination of employment if the Grantee is a “specified employee” as defined under Code Section 409A (as determined by the Committee) (each, a “Specified Employee”), if required to comply with Code Section 409A. Accordingly, with respect to any Grantee: (i) who is eligible for Retirement prior to the Vesting Date; (ii) whose employment is terminated prior to the Vesting Date due to the Grantee’s Retirement; and (iii) who is a Specified Employee on the date of the Grantee’s termination of employment, payment with respect to all the Grantee’s RSUs shall be delayed for a period of six months after the Grantee’s termination of employment. If payment is delayed, the Shares shall be distributed within 10 days following the date that is the six-month anniversary of the Grantee’s termination of employment. If the Grantee dies during the six-month delay, the Shares shall be distributed to the Grantee’s estate within 60 days following the Grantee’s death. Notwithstanding any provision to the contrary herein, payments made with respect to this Award of RSUs may only be made in a manner and upon an event permitted by Code Section 409A, and all regulations promulgated thereunder (payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” as defined under Code Section 409A”). , if the Award of RSUs is deferred compensation subject to Code Section 409A. To the extent that any provision of this Agreement is ambiguous as would cause a conflict with the requirements of Code Section 409A or would cause the administration of the RSUs to its compliance with fail to satisfy the requirements of Code Section 409A, the such provision shall be read deemed null and void to the extent permitted by applicable law. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment. If the RSUs are deferred compensation subject the Code Section 409A, payment of the RSUs is subject to the execution of a Release, and payment with respect to the RSUs that is subject to the execution of the Release could be made in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may more than one taxable year, payment shall be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A made in order to preserve the payments and benefits provided hereunder without additional cost to either Partylater taxable year. Notwithstanding anything contained herein in this Agreement to the contrary, the Company makes no representations or warranties as to the extent required in order tax effects of payments made to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered the Grantee (or the Grantee’s estate) pursuant 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 409AAgreement, and any payments described in this Agreement that are due within and all tax consequences incident to such shall solely be 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 responsibility of the benefits to which Executive is entitled under this Agreement is required in order to avoid Grantee (or the imposition of additional taxes and interest on Executive under Section 409A, such portion of ExecutiveGrantee’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 deathestate).

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 (a) If at the time of the Executive’s separation from service: (i) the Executive is a specified employee (within the meaning of Section 409A of the Code, and using the identification methodology selected by the Company from time to time); and (ii) the Company makes a good faith determination that this Agreement will an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code), the payment of which is required to be administered delayed pursuant to the six-month delay rule set forth in accordance with Section 409A of the Code and all regulations promulgated thereunder in order to avoid additional taxes or interest under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first to occur of (“x) the first business day after such six-month period, (y) the Executive's death, or (z) such other date as will not cause such payment to be subject to tax or interest under Code Section 409A”). 409A. (b) It is the intention of the Parties that payments or benefits payable under this Agreement not be subject to the additional tax or interest imposed pursuant to Code Section 409A. To the extent that any provision of this Agreement is ambiguous as such potential payments or benefits could become subject to its compliance with Code Section 409A, the provision Parties shall be read cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such a manner so that all payments hereunder are either exempt tax being imposed. The Executive shall, at the request of the Company, take any action (or refrain from taking any action), required to comply with any correction procedure promulgated pursuant to Code Section 409A. The Parties agree In no event shall the Company be liable to the Executive for any taxes, penalties, or interest that this Agreement may be amended, due as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with a result of the application of 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 409A. (c) For purposes of Code Section 409A, each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. (d) For purposes of determining the timing of any payment of severance compensation, the Executive shall not will be considered deemed to have terminated a 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 only upon a “separation from service” within the meaning of Code Section 409A from 409A. (e) Any amount that the Employer or any of its subsidiaries or Affiliates. Each amount Executive is entitled to be paid or benefit reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical, and in any event not later than the last day of the calendar year following the year in which the expenses were incurred. (f) The Executive's termination of his employment for Good Reason is intended to be provided under a separation from service for good reason as described in Treas. Reg. § 1.409A-1(n)(2) and this Agreement shall be interpreted and construed as a separate identified payment for accordingly. (g) For purposes of this Agreement, each payment of severance compensation is intended to be excepted from Code Section 409A, 409A to the maximum extent provided under Code Section 409A as follows: (i) each payment that is scheduled to be made following the Executive's termination of employment and any within the applicable 2 1/2 month period specified in Treas. Reg. § 1.409A(b)(4) is intended to be excepted under the short-term deferral exception as specified in Treas. Reg.§ 1.409A-1(b)(4); and (ii) each payment that is not otherwise excepted under the short-term deferral exception is intended to be excepted under the involuntary separation pay exception as specified in Treas. Reg. § 1.409A-1(b)(9)(iii) or the exception for limited 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 otherwiseTreas. 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 deathReg. § 1.409A-1(b)(9)(v)(D).

Internal Revenue Code Section 409A. The Parties intend that (i) 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 receipt of any benefits 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 as a result of a termination of employment shall be subject to satisfaction of the condition precedent that Executive would be considered to have incurred undergo a “separation from service” within the meaning of Section 409A from the Employer Treas. Reg. § 1.409A-1(h) or any of its subsidiaries or Affiliatessuccessor thereto. 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 contraryIn addition, 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 that term under Code Section 409A409A(a)(2)(B), then with regard to any payment or the extent delayed commencement provisions of any portion of the benefits to which Executive is entitled under this Agreement benefit that is required in order to avoid the imposition of additional taxes and interest on Executive under be delayed pursuant to Code Section 409A409A(a)(2)(B), such portion of Executive’s benefits payment or benefit shall not be made or provided to Executive prior to the earlier of (ai) the expiration of the six-(6six (6) month period measured from the date of Executive’s “separation from service service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (bii) the date of Executive’s deathdeath (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required to be delayed if the premiums therefore were paid by Executive, Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Bank shall pay Executive an amount equal to the amount of such premiums paid by Executive during the Delay Period within ten (10) days after the conclusion of such Delay Period. (ii) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which Executive incurred such expenses or received such benefits, and in no event shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (iii) Any payments made pursuant to Sections 10(e) or 10(f), to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. (iv) To the extent it is determined that any benefits described in Sections 10(e) or 10(f) are taxable to Executive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.

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 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 (a) If any provision of this Agreement will be administered in accordance (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with Executive, reform such provision to comply with Section 409A of the Code, provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to Executive of the applicable provision without violating the provisions of Section 409A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of Termination or Retirement, as applicable, to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Internal Revenue Code and all regulations promulgated thereunder of 1986, as amended (the “Code”), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with section 409A(a)(2)(B) of the Code such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (A) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined under Section 409A409A of the Code) or (B) the date of his death (the “Delay Period”). To Upon the extent that any provision expiration of this Agreement is ambiguous as to its compliance with Section 409Athe Delay Period, 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 delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided hereunder without additional cost to either Partyin accordance with the normal payment dates specified for them herein. Notwithstanding anything contained herein to the contraryforegoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required in order to avoid accelerated taxation and/or tax penalties under Section 409Abe delayed if the premiums therefore were paid by Executive, Executive shall pay the full cost of premiums for such welfare benefits during the Delay Period and the Company shall pay Executive an amount equal to the amount of such premiums paid by Executive during the Delay Period promptly after its conclusion. (c) To the extent permitted under Treasury Reg. §1.401A-2(b), the Company and Executive designate all payments that may be due Executive under Section 10 (Severance) or 13 (Retirement) to be treated as separate payments and not be considered to have terminated employment with as installment payments. (d) Neither the Employer Company nor Executive shall either accelerate or delay any subsidiary or Affiliate thereof for purposes of payment due under this Agreement unless Executive would be considered to have incurred a that constitutes “separation from servicenonqualified 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 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, except 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 permitted 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 409A or (b) the date of Executive’s deathregulations or Treasury guidance promulgated thereunder.

Internal Revenue Code Section 409A. The Parties intend (a) Notwithstanding anything to the contrary in this Agreement, no severance payable to you, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that this Agreement are considered deferred compensation under Section 409A (together, the “Deferred Payments”) 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 payable until you 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. (b) Notwithstanding anything to the contrary in this Agreement, if you are a “specified employee” within the meaning of Section 409A from at the Employer time of your termination of employment, then, if required, the Deferred Payments, which are otherwise due to you on or any within the six (6) month period following your termination will accrue, to the extent required, during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of its subsidiaries your termination of employment or Affiliatesthe date of your death, if earlier. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any amount paid under the Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of Section 4.6(a). (d) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to be paid or benefit Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of Section 4.6(a). (e) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any payments described ambiguities herein will be interpreted to so comply. Executive and the Company agree to work together in good faith to consider amendments to this Agreement that and to take such reasonable actions which are due within the necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to you under Section 409A. (f) For purposes of this Agreement, “short term deferral period” as defined in Section 409A shall not be treated as deferred Limit” means the lesser of two (2) times: (i) Executive’s annualized compensation unless applicable law requires otherwise. Without limiting based upon the foregoing and notwithstanding anything contained herein annual rate of pay paid to Executive during the contrary, if Executive is deemed by Company’s taxable year preceding the Employer at the time Company’s taxable year of Executive’s separation from service termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion 401(a)(17) of the benefits to Internal Revenue Code for the year in 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 deathemployment is terminated.”

Internal Revenue Code Section 409A. The Parties intend (a) It is the intent of Executive and the Company that the termination of the employment of Executive pursuant to this Agreement constitute a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). (b) It is intended that this that the payments and benefits provided under this Agreement will be administered in accordance are exempt from or comply with the requirements of Section 409A of the Internal Revenue Code and all regulations promulgated thereunder of 1986, as amended (“Section 409A”), and this Agreement should be interpreted and construed in such a manner. (c) If a payment obligation under this Plan arises on account of the Executive’s separation from service while the Executive is a “specified employee” (as defined under Section 409A and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall accrue with interest and shall be paid within 15 days after the end of the six-month period beginning on the date of such separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the executive’s estate following his or her death. For purposes of the preceding sentence, interest shall accrue at the six (6)-month Libor rate. (d) Each payment and benefit payable under this Agreement, and each other benefit required to be aggregated with the payment and benefits under this Agreement pursuant to Section 409A, is hereby designated as a separate payment, as provided in Treasury Regulation Section 1.409A-2(b)(2)(iii), and will not collectively be treated as a single payment. (e) 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, the amount of expenses eligible for purposes of Section 409Areimbursement (and in-kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year, and the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (f) The Company makes no representation that any or all of 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 and makes no undertaking to preclude Section 409A from applying to any such payment. Executive understands and agrees that Executive shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting solely responsible for 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 payment of any portion taxes, penalties, interest or other expenses incurred by Executive on account 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 non-compliance with Section 409A409A. PLEASE READ CAREFULLY. THIS SEPARATION AGREEMENT AND GENERAL RELEASE INCLUDES THE RELEASE OF ALL CLAIMS AGAINST THE COMPANY, 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 deathKNOWN OR UNKNOWN, THAT MAY HAVE OCCURRED AS OF THE DATE OF THIS AGREEMENT, INCLUDING CLAIMS BROUGHT UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT.

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 (i) Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that this Agreement will be administered in accordance with are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and all the final regulations and any guidance promulgated thereunder (“Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A) (together, the provision shall “Deferred Compensation Separation Benefits”) will be read in such a manner so that all payments hereunder are either exempt paid 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 otherwise 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 until Employee has a “separation from service” within the meaning of Section 409A from the Employer 409A. (ii) Any severance payments or any of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided benefits under this Agreement that would be considered Deferred Compensation Severance Benefits will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Employee’s separation from service, or, if later, such time as required by clause (iii) below. Any installment payments that would have been made to Employee during the sixty (60) day period immediately following Employee’s separation from service but for the preceding sentence will be paid to Employee on the sixtieth (60th) day following Employee’s separation from service and the remaining payments shall be construed made as provided in this Agreement. If the Employee should die before all amounts have been paid, such unpaid amounts shall be paid in a separate identified lump-sum payment for purposes (less any withholding taxes) to the Employee’s designated beneficiary, if living, or otherwise to the personal representative of the Employee’s estate. (iii) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A409A at the time of Employee’s termination (other than due to death), and any payments described in this Agreement then the Deferred Compensation Separation Benefits that are due payable within the “short term deferral period” as defined first six (6) months following Employee’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in Section 409A shall not be treated as deferred compensation unless 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 is deemed by the Employer at the time of ExecutiveEmployee dies following Employee’s separation from service service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a “specified employee” lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments 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 Treasury Regulations. (iv) Any amount paid under this Agreement is required in order to avoid that satisfies 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 requirements of the six-(6“short-term deferral” rule set forth in Section 1.409A-1(b)(4) month period measured from of the date Treasury Regulations will not constitute Deferred Compensation Separation Benefits for purposes of Executive’s clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during the Company’s taxable year preceding the Company’s taxable year of Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (bii) the date maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of Executivethe Code for the year in which Employee’s deathemployment is terminated.

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 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. (a) The Parties intend that this Agreement will amounts payable under the Plan are intended to comply with or, to the maximum extent possible, 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 exempt from Section 409A, and all provisions of the provision Plan shall be read interpreted and construed in such a manner so that all payments hereunder are either exempt establishes an exemption from or compliance with the requirements for avoiding additional taxes or interest under Section 409A(a)(1)(B) of the Code. In no event whatsoever will the Company Group, or any Board member, officer or employee of any Group Company acting on behalf of the Company Group, be liable for any additional tax, interest or penalties that may be imposed on a Participant under Section 409A or any damages for failing to 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 Plan to the contrary, the Board, the Committee and the Company Group do not guarantee the tax treatment of any payments or benefits under this Plan, whether pursuant to the extent required in order to avoid accelerated taxation and/or Code, federal, state or local tax penalties under Section 409A, Executive laws or regulations. (b) A Termination of Employment shall not be considered deemed to have terminated employment with the Employer or any subsidiary or Affiliate thereof occurred for purposes of this Agreement any provision of the Plan providing for the payment of any amounts or benefits subject to Section 409A upon or following a Termination of Employment unless Executive would be considered to have incurred such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of the Plan, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If a Participant is deemed on his or her Termination Date to be a Specified Employee, then with regard to any payment or the Employer provision of any benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided on the date which is the earlier of: (i) the first day of the seventh month following the date of such “separation from service” of such Participant, and (ii) the date of such Participant’s death (the “Delay Period”). Upon the expiration of the Delay Period, all of the payments of a Participant delayed pursuant to this Section 9.1(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to such Participant in a lump sum, without interest, and any of its subsidiaries or Affiliates. Each amount to remaining payments and benefits due such Participant under the Plan shall be paid or benefit to be provided under this Agreement in accordance with the payment dates specified herein for such payments or benefits. (c) All reimbursements of expenses provided for herein shall be construed as a separate identified payment payable in accordance with the Company’s expense reimbursement policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Participant seeking reimbursement. No such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. The right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. (d) For purposes of Section 409A, a Participant’s right to receive any installment payments pursuant to the Plan shall be treated as a right to receive a series of separate and any payments described in this Agreement that are due distinct payments. Whenever a payment under the Plan specifies a payment period with reference to a number of days (e.g., “payment shall be made within 60 days following the Termination Date”), the actual date of payment within the “short term deferral period” as defined in specified period shall be within the sole discretion of the Company. (e) To the extent any payment or benefit which constitutes Section 409A deferred compensation is contingent upon the execution and non-revocation of a Release, then such payment or benefit shall not be treated as made until the latest of: (i) the first payroll date occurring on or after the period for revocation of a Release has expired; and (iii) the set payment date otherwise established for commencing the payments and/or benefits. Further, if the full period given to a Participant to consider such Release plus any revocation period provided for in such Release begins in one calendar year and ends in the subsequent calendar year, then any payment or benefit which constitutes Section 409A deferred compensation unless applicable law requires otherwise. Without limiting shall not be made until the foregoing and notwithstanding anything contained herein subsequent calendar year. (f) Notwithstanding any provision of the Plan 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 that any amount constituting Section 409A deferred compensation would become payable in a lump sum rather than installments under the Plan by reason of any a Change in Control, such amount shall become payable in a lump sum only if the event constituting a Change in Control would also constitute a change in ownership or effective control of the Company or a change in the ownership of a substantial 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 assets of the six-(6) month period measured from Company within the date meaning of Executive’s separation from service or Section 409A (b) the date of Executive’s death.a “

Internal Revenue Code Section 409A. The Parties intend (a) It is the intent of the parties that this Agreement will shall be interpreted and administered in accordance a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and all regulations promulgated applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (“and any applicable transition relief under Section 409A”409A of the Code). To Neither the extent that Company nor its directors, officers, employees or advisers shall be held liable for any provision taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in 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 that the severance payments under Section 409A6(e)(i), Executive shall not be considered to have terminated employment with the Employer (ii) and (iii), and any other amount or any subsidiary or Affiliate thereof benefit that would constitute non-exempt “deferred compensation” for purposes of this Agreement unless Executive Section 409A of the Code would otherwise be payable or distributable hereunder, or a different form of payment of such non-exempt deferred compensation would be considered effected, by reason of a Change in Control or Employee’s termination of employment, such non-exempt deferred compensation will not be payable or distributable to have incurred Employee, and/or such different form of payment will not be effected, by reason of such circumstances unless the circumstances giving rise to such Change in Control or termination of employment, as the case may be, meet any description or definition of “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation” or “separation from service,” within as the meaning case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount of non-exempt deferred compensation upon a Change in Control or termination of Employee’s employment, however defined. If this provision prevents the payment or distribution of any non-exempt deferred compensation, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “change in control event” or “separation from service,” as the case may be. If this provision prevents the application of a different form of payment of any amount or benefit, such payment shall be made in the same form as would have applied absent such designated event or circumstance. (c) Each payment of Termination Benefits under Section 6(e) of this Agreement shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A from of the Employer or any of its subsidiaries or Affiliates. Each amount Code. (d) If Employee is entitled to be paid or benefit reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. No right of Employee to be provided reimbursement of expenses under this Agreement shall be construed as a separate identified subject to liquidation or exchange for another benefit. Employee’s rights to payment for purposes or reimbursement of expenses pursuant to Section 409A, and any payments described in 5(b) of 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 expire at the time end 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 two (a2) the expiration of the six-(6) month period measured from years after the date of Executive’s separation from service or (b) the date termination of Executive’s deaththis Agreement.

Internal Revenue Code Section 409A. The Parties intend (a) It is intended that this Agreement will be administered in accordance shall comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and all regulations promulgated thereunder (“interest under Section 409A”)409A of the Code. To In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (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 the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive no termination or similar payments or benefits shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes payable hereunder on account of this Agreement a Termination unless Executive would be considered to have incurred such Termination constitutes a “separation from service” within the meaning of Code Section 409A from the Employer 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or any of its subsidiaries pursuant to another plan or Affiliates. Each amount arrangement, shall be deemed to be paid separate payments. To the extent any reimbursements or in-kind benefit to be provided payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Section 18 shall not be construed as a separate identified payment guarantee of any particular tax effect for purposes Executive’s benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A, and 409A or any payments described other provision of the Code. (c) Notwithstanding any 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 determined to be a “specified employee” for purposes Specified Employee as of Section 409Athe Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed commencement payments shall be accumulated and paid in a lump-sum catch-up payment as of any the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to which be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is entitled determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is required in order to avoid the imposition of additional taxes and interest on Executive a key employee under Section 409A416(i) of the Code, such portion of “compensation” shall mean Executive’s benefits shall not be provided to Executive prior to W-2 compensation as reported by 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 deathEmployer for a particular calendar year.

Internal Revenue Code Section 409A. The Parties intend (a) It is intended that this Agreement will be administered in accordance comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and all regulations promulgated thereunder (“interest under Section 409A”)409A of the Code. To In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any 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 regulations 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 other guidance issued under Section 409A of the Code would result in order to preserve the payments and benefits provided hereunder without additional cost to either Party. Executive (b) 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 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 determined to be a “specified employee” for purposes Specified Employee as of Section 409Athe Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed commencement payments shall be accumulated and paid in a lump-sum catch-up payment as of any the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to which Executive is entitled under this Agreement is required in order to avoid be paid during the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits six-month period following the Termination Date shall not be provided paid to Executive prior to in accordance with 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 schedule established herein.

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 It is intended that this the Agreement will be administered in accordance shall comply with the provisions of Section 409A of the Code and all the related U.S. Treasury Department regulations and guidance promulgated thereunder (“Code Section 409A”)) so as not to subject the Executive to the payment of additional taxes and interest under Code Section 409A, and shall be interpreted, operated and administered in a manner consistent with those intentions. To the extent that any provision payment hereunder constitutes “nonqualified deferred compensation” within the meaning of this Agreement is ambiguous as to its compliance with Code Section 409A, then the provision following shall be read apply: ​ a. For purposes of determining the timing of any such payment, all references 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 Termination Date 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 mean a “separation from service” within the meaning as defined in Code Section 409A. b. For purposes of Code Section 409A from the Employer 409A, all installment payments of deferred compensation made hereunder, or any of its subsidiaries pursuant to another plan or Affiliates. Each amount arrangement, shall be deemed to be paid or benefit separate payments. ​ c. If the Executive is a Specified Employee (as defined in Code Section 409A) as of his separation from service with the Bank, then, only to be provided the extent required pursuant to Code Section 409A(a)(2)(B)(i), payments due under this Agreement shall be construed as subject to a separate identified payment for purposes of Section 409A, and any payments described in this Agreement that are due within six (6) month delay following 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. All delayed payments shall be accumulated and paid in lump-sum catch-up payment as of first day of the seventh-month following separation from service to be a “specified employee” (or, if earlier, the date of death of the Executive) with all such delayed payments being credited with interest (compounded monthly) for purposes this period of Section 409A, delay equal to the extent delayed commencement prime rate in effect of any the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to which be paid during the six-month period following the termination shall be paid to the Executive is entitled in accordance with the payment schedule established herein. ​ Notwithstanding the foregoing, the Bank makes no representations or promises as to the tax effect of any payments under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under or their compliance with 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 death.409A. ​

Internal Revenue Code Section 409A. The Parties intend that (a) If any provision of this Agreement will be administered in accordance (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with Executive, reform such provision to comply with Section 409A of the Code, provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to Executive of the applicable provision without violating the provisions of Section 409A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of Termination or Retirement, as applicable, to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Internal Revenue Code and all regulations promulgated thereunder of 1986, as amended (the “Code”), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with section 409A(a)(2)(B) of the Code such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (A) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined under Section 409A409A of the Code) or (B) the date of his death (the “Delay Period”). To Upon the extent that any provision expiration of this Agreement is ambiguous as to its compliance with Section 409Athe Delay Period, 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 delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided hereunder without additional cost to either Partyin accordance with the normal payment dates specified for them herein. Notwithstanding anything contained herein to the contraryforegoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required in order to avoid accelerated taxation and/or tax penalties under Section 409Abe delayed if the premiums therefore were paid by Executive, Executive shall pay the full cost of premiums for such welfare benefits during the Delay Period and the Company shall pay Executive an amount equal to the amount of such premiums paid by Executive during the Delay Period promptly after its conclusion. (c) To the extent permitted under Treasury Reg.§1.401A-2(b), the Company and Executive designate all payments that may be due Executive under Section 10 (Severance) or 13 (Retirement) to be treated as separate payments and not be considered to have terminated employment with as installment payments. (d) Neither the Employer Company nor Executive shall either accelerate or delay any subsidiary or Affiliate thereof for purposes of payment due under this Agreement unless Executive would be considered to have incurred a that constitutes “separation from servicenonqualified 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 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, except 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 permitted 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 409A or (b) the date of Executive’s deathregulations or Treasury guidance promulgated thereunder.

Internal Revenue Code Section 409A. The Parties intend that this (i) This Agreement will be administered in accordance is intended to comply with the requirements of Section 409A of the Internal Revenue Code and all regulations promulgated thereunder of 1986, as amended (“Section 409A”), or an exemption thereunder and shall be interpreted, administered and applied in accordance with such intent. To Any payments under this Agreement that may be excluded from Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) (the so-called “short-term deferral exception”) or Treasury Regulation 1.409A-1(b)(9)(iii) (the so-called “involuntary separation pay exception”) shall be excluded from Section 409A to the maximum extent that possible. (ii) Notwithstanding any provision of in 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 no payment or benefit under this Agreement that constitutes an item of deferred compensation under Section 409A, 409A and becomes payable by reason of a Qualifying Termination will be made 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 such Qualifying Termination constitutes a “separation from service,” within the meaning of Section 409A from and the Employer or any Treasury Regulations thereunder. For purposes of its subsidiaries or Affiliates. Each this Agreement, each amount to be paid or benefit to be provided under this Agreement to Executive shall be construed treated as a separate identified payment or benefit for purposes of Section 409A409A. In addition, and any payments described in this Agreement no payment or benefit that are due within the “short term deferral period” as defined in constitutes an item of deferred compensation under 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 becomes payable by the Employer at the time reason of Executive’s separation from service to will 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 made to Executive prior to the earlier of (ai) the first day of the seventh month following the date of such separation from service or (ii) the date of Executive’s death, if Executive is deemed at the time of such separation from service to be a specified employee (as determined in accordance with Section 409A and the Treasury Regulations thereunder) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A. Upon the expiration of the six-(6applicable deferral period, all payments and benefits deferred pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or provided to Executive in a lump sum on the first day of the seventh month period measured from after the date of Executive’s separation from service or (b) or, if earlier, the first day of the month immediately following the date the Company receives proof of Executive’s death. Any remaining payments or benefits due under this Agreement will be paid in accordance with the normal payment dates specified herein. (iii) Any reimbursements or other in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) all such reimbursements will be made on or before the last day of the your taxable year following the taxable year in which Executive incurred such reimbursed expense, (2) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, (3) the amount of expenses eligible for reimbursement, or the in-kind benefits provided, during any taxable year of Executive will not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year of Executive, and (4) any reimbursement will be for expenses incurred only during the period of time specified in 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 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 (a) It is intended that this Agreement will be administered in accordance comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and all regulations promulgated thereunder (“interest under Section 409A”)409A of the Code. To In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any provision regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement is ambiguous as to its compliance with Section 409A, maintain to the provision shall be read in maximum extent practicable the original intent of the Agreement while avoiding the application of such a manner so that all payments hereunder are either exempt taxes 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 interest under Section 409A in order to preserve of the payments and benefits provided hereunder without additional cost to either Party. Code. (b) 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 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 determined to be a “specified employee” for purposes Specified Employee as of Section 409Athe Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed commencement payments shall be accumulated and paid in a lump-sum catch-up payment as of any the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to which Executive is entitled under this Agreement is required in order to avoid be paid during the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits six-month period following the Termination Date shall not be provided paid to Executive prior to in accordance with 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 schedule established herein.

Internal Revenue Code Section 409A. The Parties intend (a) It is intended that this Agreement will be administered in accordance exempt from or comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and all regulations promulgated thereunder (“interest under Section 409A”)409A of the Code. To In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any provision regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement is ambiguous as to its compliance with Section 409A, maintain to the provision shall be read in maximum extent practicable the original intent of the Agreement while avoiding the application of such a manner so that all payments hereunder are either exempt taxes 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 interest under Section 409A in order to preserve of the payments and benefits provided hereunder without additional cost to either Party. Code. (b) 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 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 determined to be a “specified employee” for purposes Specified Executive as of Section 409Athe Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed commencement payments shall be accumulated and paid in a lump-sum catch-up payment as of any the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to which Executive is entitled under this Agreement is required in order to avoid be paid during the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits six-month period following the Termination Date shall not be provided paid to Executive prior to in accordance with 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 schedule established herein.

Internal Revenue Code Section 409A. (a) The Parties Company and Employee intend that the payments and benefits provided for in this Agreement will either be administered exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), or be provided in accordance a manner that complies with Section 409A of the Code Code, and all regulations promulgated thereunder (“Section 409A”). To any ambiguity herein shall be interpreted so as to be consistent with the extent that any provision intent of this Agreement is ambiguous as Section 6.2. In the event taxes, penalties or interest are imposed on Employee pursuant to its compliance Code Section 409A (collectively, "409A Payments"), then the Company shall fully indemnify Employee for or with Section 409Arespect to such 409A Payments, the provision shall be read in plus 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, additional "gross up" amount as may be necessary to be exempt from or fully comply make Employee whole for any taxes payable with Section 409A in order respect to preserve the payments and benefits provided hereunder without additional cost amounts paid pursuant to either Party. such indemnification. (b) Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409Aall severance or similar payments and benefits hereunder, Executive other than any amounts payable by reason of Employee's death or disability, shall not be considered to have terminated paid or provided only if termination of Employee's 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” " from the Company within the meaning of Section 409A of the Code and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. § l.409A-l(h)(l)). The Company and Employee further intend that all severance or similar payments and benefits under this Agreement shall satisfy, to the greatest extent possible, the exemptions from the Employer or any application of its subsidiaries or AffiliatesSection 409A of the Code, including those provided under Treas. Reg. §§ 1.409A-l(b)(4) (regarding short-term deferrals), 1.409A-l(b)(9)(iii) (regarding certain separation pay plans), and l.409A-l(b)(9)(v) (regarding reimbursements and certain other separation payments). Each amount to be paid payment or benefit to be installment of severance or similar payments provided under this Agreement shall will be construed treated as a separate identified payment "payment" for purposes of Code Section 409A409A. (c) If, upon the termination of Employee's employment with the Company, (i) Employee is a Specified Employee (as defined herein) of a public company (as defined for purposes of Code Section 409(a)(2)(B)(i)) and (ii) any severance or similar payments described or benefits provided in this Agreement constitute nonqualified deferred compensation under Code Section 409A because they do not qualify for any available exemptions, then the amount of such nonqualified deferred compensation that are due otherwise would be paid within the “short term deferral period” first six months following such termination of employment shall instead shall be withheld and paid in a single lump sum payment on the first regularly scheduled payroll date immediately following the date that is six months after the date of such termination, without adjustment for the delay in payment. For purposes of this Agreement, a "Specified Employee" means 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 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 Code Section 409A409A(a)(2)(B)(i), as amended from time 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 time. The foregoing shall not be provided apply with respect to Executive prior to the earlier any amounts payable hereunder by reason of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service Employee's death or (b) the date of Executive’s deathdisability.

Internal Revenue Code Section 409A. The Parties intend that (a) 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 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 Internal Revenue Code would otherwise be payable or distributable hereunder by reason of Executive’s termination of employment, such amount or benefit will not be payable or distributable to Executive 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. This provision does not prohibit the vesting of any amount upon a termination of its subsidiaries employment, however defined. If this provision prevents the payment or Affiliates. Each distribution of any amount to be paid or benefit to be provided under this Agreement benefit, such payment or distribution shall be construed as made on the date, if any, on which an event occurs that constitutes a separate identified payment for purposes of Section 409A, and any payments described -compliant “separation from service.” (b) 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 is deemed any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by the Employer at the time reason of Executive’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be a “specified employee” for purposes of Section 409A, to delayed until 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 earlier of Executive’s benefits shall not be provided to Executive prior to death or the earlier of (a) the expiration first day of the six-(6seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period measured from the date of immediately following Executive’s separation from service will be accumulated and Executive’s right to receive payment or (b) distribution of such accumulated amount will be delayed until the date earlier of Executive’s deathdeath or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume.

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 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 that (a) Notwithstanding anything in this Agreement will be administered in accordance Agreement, for purposes of complying 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, if the provision Restricted Stock Units are considered an item of non-qualified deferred compensation subject to Code Section 409A (“Deferred Compensation”), the vested Restricted Stock Units 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 amendedsettled within sixty (60) days after the earlier of (i) the applicable Vesting Date, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve (ii) 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 Participant’s “separation from service” within the meaning of Code Section 409A from in connection with an accelerated vesting event pursuant to Section 5(b) (provided that the Employer or any Participant’s Disability must constitute a “disability” within the meaning of its subsidiaries or AffiliatesCode Section 409A and the U.S. Treasury Regulations) [FOR MEMBERS OF THE GROUP MANAGEMENT TEAM AND LEADERSHIP TEAM ONLY: and, if applicable, Section (c) of Addendum A (only to the extent the Change in Control constitutes a “change in control event” within the meaning of Code Section 409A and the U.S. Treasury Regulations)] and (iii) the Participant’s death. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes In addition, in the event of Section 409A, and any payments described in this Agreement Restricted Stock Units 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 Deferred Compensation and notwithstanding anything contained herein settled on a date that is by reference to the contrary, if Executive is deemed by the Employer at the time of ExecutiveParticipant’s separation from service to be service, if the Participant is a “specified employee” for purposes within the meaning of Code Section 409A409A on the date the Participant experiences a separation from service, then the Restricted Stock Units shall be settled on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, solely to the extent such delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement payment is required in order to avoid a prohibited distribution under Code Section 409A. (b) The Restricted Stock Units are intended to be exempt from or compliant with Code Section 409A and the imposition U.S. Treasury Regulations relating thereto so as not to subject the Participant to the payment 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(b) 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 shall not be provided agreement to Executive 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 the earlier of (a) the expiration executing this Agreement and fully understands all provisions of the six-(6) month period measured from Plan and Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the date of Executive’s separation from service Administrator upon any questions relating to the Plan and Agreement. The following provisions shall be incorporated into the Performance Share Unit Agreement to which this Addendum A is attached (the “Agreement”). To the extent any capitalized terms used in this Addendum A are not defined, they shall have the meanings given to them in the Agreement or (b) the date of Executive’s deathPlan, as applicable.

Internal Revenue Code Section 409A. (a) The Parties intend that provisions of this Agreement will and all payments made hereunder are intended to be administered in accordance exempt from, or if not so exempt, to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated the guidance issued thereunder (collectively “Section 409A”), and this Agreement shall be interpreted, operated and administered accordingly. 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 from or comply with Section 409A. The Parties agree that Each payment made pursuant to this Agreement may shall be amended, as reasonably requested by either Party, as may be necessary deemed to be exempt a separate payment for purposes of Section 409A. (b) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, then such payments or benefits shall be payable only upon your “separation from or fully comply 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 409A in order 1.409A-1(h), without regard to preserve the payments and benefits provided hereunder without additional cost to either Partyany alternative definition thereunder. Notwithstanding anything contained herein to the contrarycontrary in this Agreement, if, upon your separation from service, you are a “specified employee” as defined under Section 409A, then, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not any amounts that would otherwise be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes payable, on account of this Agreement unless Executive would be considered to have incurred a “your separation from service” , within six (6) months following your Separation Date that would constitute 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 and that would not qualify 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 an exemption under Section 409A, shall instead be paid in a lump sum on the first business day following the expiration of such portion six (6) month period, or if earlier, upon your death. (c) To the extent that any reimbursement of Executive’s expenses provided to you under this Agreement constitutes taxable income, such reimbursement or in-kind benefits shall be subject to the following additional rules: (i) all reimbursements shall be paid in the time period provided for herein, but in no event shall any reimbursement be paid after the last day of the calendar year following the calendar year in which the expense was incurred, (ii) the amount of in-kind benefits provided or reimbursable expenses incurred in one calendar year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other calendar year, and (iii) the right to reimbursement or in-kind benefits shall not be provided subject 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 liquidation or (b) the date of Executive’s deathexchange for any other benefit.

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 (a) This Agreement will shall be interpreted and administered in accordance a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations promulgated thereunder applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither Company nor its directors, officers, employees or advisers, shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a result of the application of Section 409A of the Code. (“Section 409A”). To the extent that any provision of b) Notwithstanding anything in 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 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 (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable hereunder by reason of Executive’s termination of employment, such Non-Exempt Deferred Compensation will not be payable or distributable to Executive by reason of such circumstance unless Executive would be considered the circumstances giving rise to have incurred a such termination of employment meet any description or definition of “separation from service” within the meaning of in Section 409A from of the Employer Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not affect the dollar amount or prohibit the vesting of any Non-Exempt Deferred Compensation upon a termination of its subsidiaries employment, however defined. If this provision prevents the payment or Affiliates. distribution of any Non-Exempt Deferred Compensation, such payment or distribution shall be made at the time and in the form that would have applied absent the non-409A-conforming event. (c) Each amount to be paid or benefit to be provided payment of termination benefits under this Agreement shall be construed as considered a separate identified payment payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A, and any payments described 409A of the Code. LEGAL02/35493666v2 (d) 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 is deemed any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by the Employer at the time reason of Executive’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to be a “specified employee” for purposes any permissible acceleration of payment by the Company under Treas. Reg. Section 409A1.409A-3(j)(4)(ii) (domestic relations order), to the extent delayed commencement (j)(4)(iii) (conflicts of any portion interest), or (j)(4)(vi) (payment 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 employment taxes): (ai) the expiration amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-(6) six-month period measured from the date of immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (b) the date of or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder. The Company has determined that the Retirement Benefits are not Non-Exempt Deferred Compensation.

Internal Revenue Code Section 409A. (a) The Parties intend that this Agreement will payments and the payment schedules set forth herein are intended to be administered in accordance with exempt from, or comply with, Section 409A of the Internal Revenue Code and all regulations promulgated thereunder (“Section 409A”). To Accordingly, the extent that any provision of this Agreement is ambiguous shall be interpreted and performed so as to its compliance with be exempt from Section 409A, but if that is not possible, the provision Agreement shall be read in such a manner interpreted and performed so that all payments hereunder are either exempt or as to comply with Section 409A. The Parties agree that this Agreement may be amended, as reasonably requested In the event any payments or benefits are deemed by either Party, as may be necessary the IRS 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 contrarynon-compliant, this Agreement, at Executive’s option, shall be modified, to the extent required in order practical, so as to avoid accelerated taxation and/or tax penalties make it compliant by altering the payments or the timing of their receipt. The methodology to effect or address any necessary modifications shall be subject to reasonable and mutual agreement between the parties. (b) It is the intent of the parties that this Agreement provides payments and benefits that are either exempt from the distribution requirements of Section 409A of Code, or satisfy those requirements. Any distribution that is subject to the requirements of Section 409A may only be made based on the Executive's "separation from service" (as that term is defined under the final regulations under Section 409A). It is intended that each installment of the payments and benefits, if any, provided 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 hereof shall be construed treated 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 employeepayment” for purposes of Section 409A of the Code. (c) Notwithstanding anything to the contrary in this Agreement, in the event that (i) a distribution of benefits is subject to Section 409A, (ii) at the time the distribution would otherwise be made to the extent delayed commencement of any portion of Executive, the benefits to which Executive is entitled under this Agreement a "specified employee" (as that term is required defined in order to avoid the imposition of additional taxes and interest on Executive final regulations under Section 409A), such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of and (aiii) the expiration of distribution would otherwise be made during the six-(6) 6-month period measured from commencing on the date of the Executive’s 's separation from service or (b) service, then such distribution will instead be paid to the date Executive in a lump sum at the end of Executive’s death.the 6-month period. The foregoing delay in the distribution of benefits shall be made in conformance with the final regulations under Section 409A.

Internal Revenue Code Section 409A. The Parties intend that a. To the fullest extent applicable, amounts and other benefits payable under this Agreement will are intended to be administered in accordance with exempt from the definition of “nonqualified deferred compensation” under Section 409A of the Internal Revenue Code and all of 1986, as amended (the “Code”) in accordance with one or more of the exemptions available under the final Treasury regulations promulgated thereunder under Code Section 409A. In this regard, each payment under this Agreement that is made in a series of scheduled installments (“within the meaning of Treasury Regulation Section 409A”1.409A-2(b)(2)(iii). ), including without limitation, each salary continuation payment under Section 6, shall be deemed a separate payment for purposes of Code Section 409A. b. To the extent that any provision amounts or benefits payable under this Agreement are or become subject to Code Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation in accordance with the final Code Section 409A regulations, this Agreement is ambiguous as intended to its compliance comply with the applicable requirements of Code Section 409A409A with respect to such amounts or benefits. This Agreement shall be interpreted and administered to the extent possible in a manner consistent with the foregoing statement of intent. c. In each case where this Agreement provides for the payment of an amount that constitutes nonqualified deferred compensation under Code Section 409A to be made to the Employee within a designated period and such period begins and ends in different calendar years, the provision exact payment date within such range shall be read determined by the Company, in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that its sole discretion, and the Employee shall have no right to designate the year in which the payment shall be made. d. 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 elsewhere to the contrary, to if the extent required in order to avoid accelerated taxation and/or tax penalties Company reasonably determines that any amount or other benefit payable under this Agreement on account of Employee’s separation from service, within the meaning of Code Section 409A, Executive constitutes nonqualified deferred compensation that will subject Employee to “additional tax” under Code Section 409A(a)(1)(B) (together with any interest or penalties imposed with respect to, or in connection with, such tax, a “409A Tax”) with respect to the payment of such amount or the provision of such benefit the Company and Employee shall not take reasonable actions to avoid the imposition of a 409A Tax at such time and in such manner as permitted under Code Section 409A or other applicable rules or procedures. In the event that the Code Section 409A requires a delay of any payment other than the delay specified in Section 6, such payment shall be considered to have terminated employment accumulated and paid at the earliest time and in such manner that comply with the Employer or any subsidiary or Affiliate thereof for Code Section 409A without interest. e. For purposes of this Agreement unless Executive would Section 18, the Employee’s date of termination shall be considered to have the date on which the Employee has incurred a “separation from service” within the meaning of Treasury Regulation Section 409A from the Employer 1.409A-1(h), or any of its subsidiaries or Affiliates. Each amount to be paid or benefit to be provided in subsequent IRS guidance 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 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. (a) The Parties intend that provisions of this Agreement will letter agreement and all payments made hereunder are intended to be administered in accordance exempt from, or if not so exempt, to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated the guidance issued thereunder (collectively “Section 409A”), and this letter agreement shall be interpreted, operated and administered accordingly. To the extent that any provision of this Agreement letter 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 from or comply with Section 409A. The Parties agree that Each payment made pursuant to this Agreement may letter agreement shall be amended, as reasonably requested by either Party, as may be necessary deemed to be exempt a separate payment for purposes of Section 409A. (b) To the extent that any payment or benefit described in this letter agreement constitutes "non-qualified deferred compensation" under Section 409A, and to the extent that such payment or benefit is payable upon your termination of employment, then such payments or benefits shall be payable only upon your "separation from or fully comply 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 409A in order 1.409A-1(h), without regard to preserve the payments and benefits provided hereunder without additional cost to either Partyany alternative definition thereunder. Notwithstanding anything contained herein to the contrarycontrary in this letter agreement, if, upon your separation from service, you are a “specified employee” as defined under Section 409A, then, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not any amounts that would otherwise be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof for purposes payable, on account of this Agreement unless Executive would be considered to have incurred a “your separation from service” , within six (6) months following your Separation Date that would constitute deferred compensation within the meaning of Section 409A from the Employer or any of its subsidiaries or Affiliates. Each amount to and that would not qualify for an exemption under Section 409A, shall instead be paid in a lump sum on the first business day following the expiration of such six (6) month period, or benefit if earlier, upon your death. (c) To the extent that any reimbursement of expenses or in-kind benefits provided to you under this letter agreement constitutes taxable income, such reimbursement or in-kind benefits shall be subject to the following additional rules: (i) all reimbursements shall be paid in the time period provided for herein, but in no event shall any reimbursement be paid after the last day of the calendar year following the calendar year in which the expense was incurred, (ii) the amount of in-kind benefits provided or reimbursable expenses incurred in one calendar year shall not affect the in-kind benefits to be provided under this Agreement shall be construed as a separate identified payment or the expenses eligible for purposes of Section 409Areimbursement in any other calendar year, and any payments described in this Agreement that are due within (iii) the “short term deferral period” as defined in Section 409A right to reimbursement or in-kind benefits shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding subject to liquidation or exchange for any other benefit. (d) Notwithstanding anything contained herein to the contrary, if Executive is deemed by neither the Employer at the time Company nor any of Executive’s separation from service its employees, agents or affiliates shall have any liability to be a “specified employee” for purposes of Section 409Ayou or your successors or designees, to the extent delayed commencement that any payment made or benefit provided to you that is intended to be exempt from or compliant with Section 409A is not so exempt or compliant. If you have any questions about the matters covered in this letter agreement, please call me at [**]. Very truly yours, By: __/s/ G▇▇▇▇ Gironda_______________________ G▇▇▇▇ ▇. ▇▇▇▇▇▇▇ SVP, Human Resources I hereby agree to the terms and conditions set forth above. I have been given at least twenty-one (21) days to consider this letter agreement, and I have chosen to execute this on the date below. I intend that this letter agreement will become a binding agreement between me and the Company if I do not revoke my acceptance in seven (7) days. __/s/ D▇▇▇▇▇▇ Wenkert___________________Deborah W▇▇▇▇▇▇ __November 3, 2021_____________________Date To be returned in a timely manner as set forth on the first page of any portion this letter agreement. This Consulting Agreement (the “Agreement”) is entered into and effective as of November 30, 2021 (the “Effective Date”), by and between Inozyme Pharma, Inc., a Delaware corporation having a place of business at 3▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Company”), and W▇▇▇▇▇▇ & Y▇▇▇▇, LLC, a limited liability company having a place of business at [**] (the “Consultant” and Company and Consultant, each, individually a “Party” and collectively, the “Parties”). In consideration of the benefits to mutual covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which Executive is entitled under this Agreement is required in order to avoid are hereby acknowledged, 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.parties agree as follows:

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 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 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 parties hereto intend that all payments and benefits to be made or provided to the Executive hereunder and under any Plan (as defined in clause (f) below) will be paid or provided in compliance with all applicable requirements of Section 409A (as defined in clause (f) below), and the provisions of this Agreement will and of each Plan (to they extent they relate to the Executive’s entitlements under such Plan) shall be construed and administered in accordance with such intent. In furtherance of the foregoing, the provisions set forth below shall apply notwithstanding any other provision in this Agreement, or (where applicable) any provision in any Plan, to the contrary. (a) All payments to be made to the Executive hereunder or under any Plan, to the extent they constitute a deferral of compensation subject to the requirements of Section 409A (after taking into account all exclusions applicable to such payments under Section 409A), shall be made no later, and shall not be made any earlier, than at the time or times specified herein or in any Plan for such payments to be made, except as otherwise permitted or required under Section 409A. (b) The date of the Code Executive’s “separation from service”, as defined in Section 409A (and as determined by applying the default presumptions in Treas. Reg. §1.409A-1(h)(1)(ii)), shall be treated as the date of her termination of employment for purposes of determining the time of payment of any amount that becomes payable to the Executive hereunder and under any Plan upon her termination of employment and that is properly treated as a deferral of compensation subject to Section 409A after taking into account all regulations promulgated thereunder exclusions applicable to such payment under Section 409A . (“c) To the extent any payment or delivery otherwise required to be made to the Executive hereunder or under any Plan on account of her separation from service is properly treated as a deferral of compensation subject to Section 409A after taking into account all exclusions applicable to such payment and delivery under Section 409A, and if the Executive is a “specified employee” under Section 409A at the time of her separation from service, then such payment and delivery shall not be made until the first business day after the earlier of (i) the expiration of six months from the date of the Executive’s separation from service, or (ii) the date of her death (such first business day, the “Delayed Payment Date”). To On the Delayed Payment Date, there shall be paid or delivered to the Executive or, if she has died, to her estate, in a single payment or delivery (as applicable) all entitlements so delayed, and in the case of cash payments, in a single cash lump sum, an amount equal to aggregate amount of all payments delayed pursuant to the preceding sentence, plus interest thereon at the Delayed Payment Interest Rate (as defined below) computed from the date on which each such delayed payment otherwise would have been made to the Executive until the Delayed Payment Date. For purposes of the foregoing, the “Delayed Payment Interest Rate” shall mean the national average annual rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of The New York Times preceding the Executive’s Date of Termination. (d) In the case of any amounts payable to the Executive under this Agreement, or under any Plan, that may be treated as payable in the form of “a series of installment payments”, as defined in Treas. Reg. §1.409A-2(b)(2)(iii), (A) the Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of Treas. Reg. §1.409A-2(b)(2)(iii), and (B) to the extent any such existing Plan does not already so provide, it is hereby amended to so provide, with respect to amounts that any provision of this Agreement is ambiguous as may become payable to the Executive thereunder. (e) The Company agrees that at all times during the Term, it will use its reasonable best efforts to maintain each Plan in documentary and operational compliance with all requirements under Section 409A, in so far as such requirements are applicable to the provision payments or benefits to be made or provided to the Executive under such Plan. The Company further agrees that to the extent permitted under 409A, this Agreement, and the terms of any Plan (to they extent they relate to the Executive’s entitlements under such Plan) 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 amendedmodified, 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 contraryExecutive, to the extent required in order necessary to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment comply 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 409Aall applicable requirements of, 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 any additional taxes tax, interest and interest on penalties under, Section 409A in connection with, the benefits and payments to be provided or paid to the Executive hereunder or under such Plan. Any such modification shall maintain the original intent and economic benefit to the Executive of the applicable provision of this Agreement or such Plan, to the maximum extent possible without violating any applicable requirement of Section 409A, 409A. Any such portion modification to the terms of Executive’s any Plan may be made by means of a separate written agreement between the Company and the Executive so as to limit the applicability of such modification to just the payments or benefits shall not to be provided to the Executive prior to the earlier of under such Plan. (af) the expiration For purposes of the six-(6) month period measured from foregoing, the date of Executive’s separation from service or (b) following terms shall have the date of Executive’s death.following meanings:

Internal Revenue Code Section 409A. The Parties parties hereto intend that all payments and benefits to be made or provided to the Executive hereunder and under any Plan (as defined in clause (f) below) will be paid or provided in compliance with all applicable requirements of Section 409A (as defined in clause (f) below), and the provisions of this Agreement will and of each Plan (to they extent they relate to the Executive’s entitlements under such Plan) shall be construed and administered in accordance with Section 409A such intent. In furtherance of the Code and all regulations promulgated thereunder foregoing, the provisions set forth below shall apply notwithstanding any other provision in this Agreement, or (“Section 409A”). To the extent that where applicable) any provision of this Agreement is ambiguous as to its compliance with Section 409Ain any Plan, 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. (a) All payments to be made to the Executive hereunder or under any Plan, to the extent required in order they constitute a deferral of compensation subject to avoid accelerated taxation and/or tax penalties the requirements of Section 409A (after taking into account all exclusions applicable to such payments under Section 409A), Executive shall be made no later, and shall not be considered made any earlier, than at the time or times specified herein or in any Plan for such payments to have terminated employment with be made, except as otherwise permitted or required under Section 409A. (b) The date of the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a Executive’s “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 (and as determined by applying the default presumptions in Treas. Reg. §1.409A-1(h)(1)(ii)), 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 date of her termination of employment for purposes of determining the time of Executive’s payment of any amount that becomes payable to the Executive hereunder and under any Plan upon her termination of employment and that is properly treated as a deferral of compensation subject to Section 409A after taking into account all exclusions applicable to such payment under Section 409A . (c) To the extent any payment or delivery otherwise required to be made to the Executive hereunder or under any Plan on account of her separation from service is properly treated as a deferral of compensation subject to be Section 409A after taking into account all exclusions applicable to such payment and delivery under Section 409A, and if the Executive is 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 409A at 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.time of

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. ▇▇▇▇ ▇▇▇▇▇▇▇ 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 (i) This Agreement will be administered in accordance is intended to comply with Section the requirements of section 409A of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that Should there arise any ambiguity as to whether any provision of this Agreement is ambiguous as to its compliance with contravenes one or more applicable requirements or limitations of Section 409A409A and the Treasury Regulations thereunder, the such provision shall be read interpreted, administered and applied in such a manner so that all payments hereunder are either exempt or comply complies with the applicable requirements of Section 409A. The Parties agree that 409A and the Treasury Regulations thereunder. (ii) Notwithstanding any provision 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 in order to avoid accelerated taxation and/or tax penalties no payment or benefit under this Agreement that constitutes an item of deferred compensation under Section 409A, 409A and becomes payable by reason of a Qualifying Termination or a Change of Control Termination will be made 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 until Executive would be considered to have incurred incurs a “separation from service,” within the meaning of Section 409A from and the Employer or any Treasury Regulations thereunder. For purposes of its subsidiaries or Affiliates. Each this Agreement, each amount to be paid or benefit to be provided under this Agreement to Executive shall be construed treated as a separate identified payment or benefit for purposes of Section 409A409A. In no event may Executive, and any payments described in this Agreement directly or indirectly, designate the calendar year of a payment. In addition, no payment or benefit that are due within the “short term deferral period” as defined in constitutes an item of deferred compensation under 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 becomes payable by the Employer at the time reason of Executive’s separation from service to will 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 made to Executive prior to the earlier of (ai) the first day of the seventh month following the date of such separation from service or (ii) the date of Executive’s death, if Executive is deemed at the time of such separation from service to be a specified employee (as determined in accordance with Section 409A and the Treasury Regulations thereunder) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A. Upon the expiration of the six-(6applicable deferral period, all payments and benefits deferred pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or provided to Executive in a lump sum on the first day of the seventh month period measured from after the date of Executive’s separation from service or (b) or, if earlier, the first day of the month immediately following the date the Company receives proof of Executive’s death. Any remaining payments or benefits due under this Agreement will be paid in accordance with the normal payment dates specified herein. (iii) Any reimbursements or other in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) all such reimbursements will be made on or before the last day of the taxable year following the taxable year in which Executive incurred such reimbursed expense, (2) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, (3) the amount of expenses eligible for reimbursement, or the in-kind benefits provided, during any taxable year of Executive will not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year of Executive, and (4) any reimbursement will be for expenses incurred only during the period of time specified in this Agreement.

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 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 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 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 (i) This Agreement will be administered in accordance is intended 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 Should there arise any ambiguity as to whether any provision of this Agreement is ambiguous as to its compliance with contravenes one or more applicable requirements or limitations of Section 409A409A and the Treasury Regulations thereunder, the such provision shall be read interpreted, administered and applied in such a manner so that all payments hereunder are either exempt or comply complies with the applicable requirements of Section 409A. The Parties agree that 409A and the Treasury Regulations thereunder. (ii) Notwithstanding any provision 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 in order to avoid accelerated taxation and/or tax penalties no payment or benefit under this Agreement that constitutes an item of deferred compensation under Section 409A, 409A and becomes payable by reason of a Qualifying Termination or a Change of Control Termination will be made 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 until Executive would be considered to have incurred incurs a “separation from service,” within the meaning of Section 409A from and the Employer or any Treasury Regulations thereunder. For purposes of its subsidiaries or Affiliates. Each this Agreement, each amount to be paid or benefit to be provided under this Agreement to Executive shall be construed treated as a separate identified payment or benefit for purposes of Section 409A409A. In addition, and any payments described in this Agreement no payment or benefit that are due within the “short term deferral period” as defined in constitutes an item of deferred compensation under 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 becomes payable by the Employer at the time reason of Executive’s separation from service to will 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 made to Executive prior to the earlier of (ai) the first day of the seventh month following the date of such separation from service or (ii) the date of Executive’s death, if Executive is deemed at the time of such separation from service to be a specified employee (as determined in accordance with Section 409A and the Treasury Regulations thereunder) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A. Upon the expiration of the six-(6applicable deferral period, all payments and benefits deferred pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or provided to Executive in a lump sum on the first day of the seventh month period measured from after the date of Executive’s separation from service or (b) or, if earlier, the first day of the month immediately following the date the Company receives proof of Executive’s death. Any remaining payments or benefits due under this Agreement will be paid in accordance with the normal payment dates specified herein. (iii) Any reimbursements or other in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) all such reimbursements will be made on or before the last day of the your taxable year following the taxable year in which Executive incurred such reimbursed expense, (2) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, (3) the amount of expenses eligible for reimbursement, or the in-kind benefits provided, during any taxable year of Executive will not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year of Executive, and (4) any reimbursement will be for expenses incurred only during the period of time specified in this Agreement.

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 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 Notwithstanding anything to the contrary in this Agreement will be administered in accordance with Agreement, if Employee is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all the final regulations and any other guidance promulgated thereunder (“Section 409A”) at the time of Employee’s termination (other than due to death). To , and the extent that severance payable to Employee, if any, pursuant to this Agreement, when considered together with any provision of this Agreement is ambiguous as to its compliance with other severance payments or separation benefits which may be considered deferred compensation under Section 409A409A (together, the provision shall “Deferred Compensation Separation Benefits”) will not and could not under any circumstances, regardless of when such termination occurs, be read paid in such full by the fifteenth day of the third month of the Company’s fiscal year following Employee’s termination, then any portion of the Deferred Compensation Separation Benefits that would otherwise have been payable within the first six (6) months following Employee’s termination of employment, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s termination of employment. For these purposes, each severance payment is hereby designated as a manner so that all payments hereunder are either exempt separate payment and will not collectively be treated as a single payment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment 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 Partybenefit. 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 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 Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. This provision is deemed by intended to comply with the Employer at requirements of Section 409A so that none of the time of Executive’s separation from service severance payments and benefits to be a “specified employee” for purposes of Section 409A, provided hereunder will be subject 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 tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such portion reasonable actions which are necessary, appropriate or desirable to avoid imposition of Executive’s benefits shall not be provided to Executive any additional tax or income recognition 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.actual payment to Employee under Section 409A.

Internal Revenue Code Section 409A. The Parties intend (a) If at the time of the Executive’s separation from service, (i) the Executive is a specified employee (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and using the identification methodology selected by the Company from time to time), and (ii) the Company makes a good faith determination that this Agreement will an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code), the payment of which is required to be administered delayed pursuant to the six-month delay rule set forth in accordance with Section 409A of the Code and all regulations promulgated thereunder in order to avoid additional taxes or interest under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first to occur of (“x) the first business day after such six-month period, (y) Executive’s death, or (z) such other date as will not cause such payment to be subject to tax or interest under Code Section 409A”). 409A. (b) It is the intention of the Parties that payments or benefits payable under this Agreement not be subject to the additional tax or interest imposed pursuant to Code Section 409A. To the extent that any provision of this Agreement is ambiguous as such potential payments or benefits could become subject to its compliance with Code Section 409A, the provision Parties shall be read cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such a manner so that all payments hereunder are either exempt tax being imposed. The Executive shall, at the request of the Company, take any action (or refrain from taking any action), required to comply with any correction procedure promulgated pursuant to Code Section 409A. The Parties agree In no event shall the Company be liable to Executive for any taxes, penalties, or interest that this Agreement may be amendeddue as a result of the application of Code Section 409A. (c) With respect to payments under this Agreement, 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 for purposes of Code Section 409A, Executive shall not each severance payment will be considered one of a series of separate payments, and each such payment shall be a separately identifiable and determinable amount. (d) For purposes of determining the timing of any payment of severance compensation, the Executive will be deemed to have terminated a 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 only upon a “separation from service” within the meaning of Code Section 409A from 409A. (e) Any amount that the Employer or any of its subsidiaries or Affiliates. Each amount Executive is entitled to be paid or benefit reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical, and in any event not later than the last day of the calendar year following the year in which the expenses were incurred. (f) Executive’s termination of his employment for Good Reason is intended to be provided under a separation from service for good reason as described in Treas. Reg. § 1.409A-1(n)(2) and this Agreement shall be interpreted and construed as a separate identified payment for accordingly. (g) For purposes of this Agreement, each payment of severance compensation is intended to be excepted from Code Section 409A, 409A to the maximum extent provided under Code Section 409A as follows: (i) each payment that is scheduled to be made following Executive’s termination of employment and any within the applicable 2 1/2 month period specified in Treas. Reg. § 1.409A(b)(4) is intended to be excepted under the short-term deferral exception as specified in Treas. Reg.§ 1.409A-1(b)(4) and (ii) each payment that is not otherwise excepted under the short-term deferral exception is intended to be excepted under the involuntary separation pay exception as specified in Treas. Reg. § 1.409A-1(b)(9)(iii) or the exception for limited payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A Treas. Reg. § 1.409A-1(b)(9)(v)(D). The Executive shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein have no 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 benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from designate the date of Executive’s separation from service or (b) the date any payment of Executive’s deathseverance compensation to be made hereunder.

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. 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. 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 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 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 Section 409A of the Code a) Each payment and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision of benefit payable under this Agreement is ambiguous as intended to its compliance with constitute a separate payment for purposes of Section 409A1.409A-2(b)(2) of the Treasury Regulations. b) For purposes of payment of any Deferred Payments under this Agreement, 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 Executive’s employment with the Employer or any subsidiary or Affiliate thereof for purposes Company will not be treated as terminated unless and until such termination of this Agreement unless Executive would be considered to have incurred employment constitutes a “separation from service” for purposes of Section 409A of the Code. If the Executive is a “specified employee” 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 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 Code at the time of the Executive’s separation from service, any Deferred Payments that otherwise are payable within the first six (6) months following the Executive’s separation from service to be a “specified employee” for purposes of Section 409A, to will become payable on the extent delayed commencement of any portion of first payroll date that occurs on or after 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 earliest of (ax) the expiration of the six-(6date six (6) month period measured from months and one (1) day following the date of the Executive’s separation from service or service, (by) the date of the Executive’s death, and (z) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Section 409A(a)(2)(B)(i) period, any payments delayed in accordance with this paragraph will be paid to the Executive in a lump sum, and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. No interest shall be due on any amounts so deferred. c) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (b) above. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (b) above. d) Amounts paid pursuant to Section 6.4 (that is, continued health insurance premiums) are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulations Section 1.409A-1(b)(9)(v)(B) and to the extent not so exempt or otherwise exempt, are intended to be paid in compliance with Treasury Regulations Section 1.409A-3(a)(1), the provisions of which are expressly incorporated into this Agreement by reference. e) It is intended that all of the benefits and payments under this Agreement comply with, or be exempt from, the requirements of Section 409A of the Code so that none of the payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A of the Code, and any ambiguities herein will be interpreted to so comply or be exempt. The Executive and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions that are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A of the Code. In no event will the Company reimburse the Executive for any taxes that may be imposed on the Executive as result of Section 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 (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 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ September 9, 2022 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 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 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 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 ▇▇▇▇▇ ▇▇▇▇▇ September 9, 2022 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 Notwithstanding anything in the Plan or this Agreement will be administered in accordance with to the contrary, the Award of RSUs granted hereunder is intended to meet any applicable requirements for compliance under Code Section 409A and this Agreement shall be construed and administered accordingly. Notwithstanding anything in this Agreement to the contrary, if the RSUs become vested and settled upon the Grantee’s termination of employment (other than Retirement), payment with respect to the RSUs shall be delayed for a period of six months after the Grantee’s termination of employment if the Grantee is a “specified employee” as defined under Code Section 409A (as determined by the Committee) (each, a “Specified Employee”), if required pursuant to Code Section 409A. With respect to any Grantee: (i) who is eligible for Retirement prior to the Vesting Date; (ii) whose employment is terminated prior to the Vesting Date due to the Grantee’s Retirement; and (iii) who is a Specified Employee on the date of the Grantee’s termination of employment, payment with respect to all the Grantee’s RSUs shall be delayed for a period of six months after the Grantee’s termination of employment. If payment is delayed, the Shares shall be distributed within 60 days following the date that is the six-month anniversary of the Grantee’s termination of employment. If the Grantee dies during the six-month delay, the Shares shall be distributed to the Grantee’s estate within 60 days following the Grantee’s death. Notwithstanding any provision to the contrary herein, payments made with respect to this Award of RSUs may only be made in a manner and upon an event permitted by Code Section 409A, and all regulations promulgated thereunder (payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” as defined under Code Section 409A”). 409A. To the extent that any provision of this Agreement is ambiguous as would cause a conflict with the requirements of Code Section 409A or would cause the administration of the RSUs to its compliance with fail to satisfy the requirements of Code Section 409A, the such provision shall be read deemed null and void to the extent permitted by applicable law. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment. If payment of the RSUs is subject to the execution of a Release, and if payment with respect to the RSUs that is subject to the execution of the Release could be made in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that this Agreement may more than one taxable year, payment DB1/ 155663851.4 shall be amended, as reasonably requested by either Party, as may be necessary to be exempt from or fully comply with Section 409A made in order to preserve the payments and benefits provided hereunder without additional cost to either Partylater taxable year. Notwithstanding anything contained herein in this Agreement to the contrary, the Company makes no representations or warranties as to the extent required in order tax effects of payments made to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered the Grantee (or the Grantee’s estate) pursuant 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 409AAgreement, and any payments described in this Agreement that are due within and all tax consequences incident to such shall solely be 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 responsibility of the benefits to which Executive is entitled under this Agreement is required in order to avoid Grantee (or the imposition of additional taxes and interest on Executive under Section 409A, such portion of ExecutiveGrantee’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 deathestate).

Internal Revenue Code Section 409A. The Parties intend This Agreement shall be interpreted and applied in all circumstances in a manner that is consistent with the intent of the parties that amounts earned and payable pursuant to this Agreement will shall not be administered in accordance with subject to the premature income recognition or adverse tax provisions of Internal Revenue Code Section 409A 409A. Accordingly, by way of example and not limitation, ​ (a) distributions of benefits payable following Employee’s termination of employment shall commence as of the Code and all regulations promulgated thereunder (“Section 409A”). To the extent that any provision of date required by this Agreement is ambiguous as to its compliance with or, if later, the earliest date permitted by Internal Revenue Code Section 409A, (generally six months after termination, if Employee is a “specified employee” within the provision meaning of Internal Revenue Code Section 409A); ​ (b) the phrase “termination of employment” (and similar terms and phrases) 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 construed 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 mean “separation from service” within the meaning of Internal Revenue Code Section 409A from 409A; ​ (c) the Employer or any of its subsidiaries or Affiliates. Each amount right to be paid or benefit receive installment payments pursuant to be provided under this Agreement shall be construed treated as a right to receive a series of separate identified payment for purposes and distinct payments; and ​ (d) to the extent that any reimbursement or in-kind benefits are subject to the requirements of Internal Revenue Code Section 409A, (x) the amount eligible for reimbursement or in-kind benefit in one calendar year will not affect the amount eligible for reimbursement or in-kind benefit in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (y) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit, and (z) subject to any payments described shorter time periods provided in this Agreement that are due within Agreement, any such reimbursement of an expense or in-kind benefit must be made on or before 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 last day of the benefits to calendar year following the calendar year in 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.expense was incurred. ​

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 (a) It is intended that this Agreement will be administered in accordance comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and all regulations promulgated thereunder (“interest under Section 409A”)409A of the Code. To In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any provision regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend 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 maintain to the contrary, to the maximum 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 practicable the (b) Notwithstanding 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 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 determined to be a “specified employee” for purposes Specified Employee as of Section 409Athe Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed commencement payments shall be accumulated and paid in a lump-sum catch-up payment as of any the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to which Executive is entitled under this Agreement is required in order to avoid be paid during the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits six-month period following the Termination Date shall not be provided paid to Executive prior to in accordance with 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 schedule established herein.

Internal Revenue Code Section 409A. The Parties intend (a) If at the time of the Executive’s separation from service: (i) the Executive is a specified employee (within the meaning of Section 409A of the Code, and using the identification methodology selected by the Company from time to time); and (ii) the Company makes a good faith determination that this Agreement will an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code), the payment of which is required to be administered delayed pursuant to the six-month delay rule set forth in accordance with Section 409A of the Code and all regulations promulgated thereunder in order to avoid additional taxes or interest under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first to occur of (“x) the first business day after such six-month period, (y) the Executive’s death, or (z) such other date as will not cause such payment to be subject to tax or interest under Code Section 409A”). 409A. (b) It is the intention of the Parties that payments or benefits payable under this Agreement not be subject to the additional tax or interest imposed pursuant to Code Section 409A. To the extent that any provision of this Agreement is ambiguous as such potential payments or benefits could become subject to its compliance with Code Section 409A, the provision Parties shall be read cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such a manner so that all payments hereunder are either exempt tax being imposed. The Executive shall, at the request of the Company, take any action (or refrain from taking any action), required to comply with any correction procedure promulgated pursuant to Code Section 409A. The Parties agree In no event shall the Company be liable to the Executive for any taxes, penalties, or interest that this Agreement may be amendeddue as a result of the application of Code Section 409A. (c) With respect to payments under this Agreement, 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 for purposes of Code Section 409A, Executive shall not each severance payment will be considered one of a series of separate payments, and each such payment shall be a separately identifiable and determinable amount. (d) For purposes of determining the timing of any payment of severance compensation, the Executive will be deemed to have terminated a 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 only upon a “separation from service” within the meaning of Code Section 409A from 409A. (e) Any amount that the Employer or any of its subsidiaries or Affiliates. Each amount Executive is entitled to be paid or benefit reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical, and in any event not later than the last day of the calendar year following the year in which the expenses were incurred. (f) The Executive’s termination of his employment for Good Reason is intended to be provided under a separation from service for good reason as described in Treas. Reg. § 1.409A-1(n)(2) and this Agreement shall be interpreted and construed as a separate identified payment for accordingly. (g) For purposes of this Agreement, each payment of severance compensation is intended to be excepted from Code Section 409A, 409A to the maximum extent provided under Code Section 409A as follows: (i) each payment that is scheduled to be made following the Executive’s termination of employment and any within the applicable 2 1/2 month period specified in Treas. Reg. § 1.409A(b)(4) is intended to be excepted under the short-term deferral exception as specified in Treas. Reg.§ 1.409A-1(b)(4); and (ii) each payment that is not otherwise excepted under the short-term deferral exception is intended to be excepted under the involuntary separation pay exception as specified in Treas. Reg. § 1.409A-1(b)(9)(iii) or the exception for limited payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A Treas. Reg. § 1.409A-1(b)(9)(v)(D). The Executive shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein have no 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 benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from designate the date of Executive’s separation from service or (b) the date any payment of Executive’s deathseverance compensation to be made hereunder.

Internal Revenue Code Section 409A. The Parties parties hereto intend that all payments and benefits to be made or provided to the Executive hereunder and under any Plan (as identified in clause (f) below) will be paid or provided in compliance with all applicable requirements of Code Section 409A (as defined in clause (f) below), and the provisions of this Agreement will and of each Plan (to the extent they relate to the Executive’s entitlements under such Plan) shall be construed and administered in accordance with Section 409A such intent. In furtherance of the Code and all regulations promulgated thereunder foregoing, the provisions set forth below shall apply notwithstanding any other provision in this Agreement, or (“Section 409A”). To the extent that where applicable) any provision of this Agreement is ambiguous as to its compliance with Section 409Ain any Plan, 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. (a) All payments to be made to the Executive hereunder or under any Plan, to the extent required in order they constitute a deferral of compensation subject to avoid accelerated taxation and/or tax penalties the requirements of Section 409A (after taking into account all exclusions applicable to such payments under Section 409A), Executive shall be made no later, and shall not be considered made any earlier, than at the time or times specified herein or in any Plan for such payments to have terminated employment with be made, except as otherwise permitted or required under Section 409A. (b) The date of the Employer or any subsidiary or Affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a Executive’s “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 (and as determined by applying the default presumptions in Treas. Reg. §1.409A-1(h)(1)(ii)), shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting of the foregoing and notwithstanding anything contained herein date of Executive’s termination of employment for purposes of determining the time of payment of any amount that becomes payable to the contraryExecutive hereunder and under any Plan upon Executive’s termination of employment and that is properly treated as a deferral of compensation subject to Section 409A after taking into account all exclusions applicable to such payment under Section 409A. (c) To the extent any payment or delivery otherwise required to be made to the Executive hereunder or under any plan on account of Executive’s separation from service is properly treated as a deferral of compensation subject to Section 409A after taking into account all exclusions applicable to such payment and delivery under Section 409A, and if the Executive is deemed by the Employer a “specified employee” under Section 409A at the time of Executive’s separation from service service, then such payment and delivery shall not be made until the first business day after the earlier of (i) the expiration of six months from the date of the Executive’s separation from service, or (ii) the date of his death (such first business day, the “Delayed Payment Date”). On the Delayed Payment Date, there shall be paid or delivered to the Executive or, if the Executive has died, to Executive’s estate, in a single payment or delivery (as applicable) all entitlements so delayed, and in the case of cash payments, in a single cash lump sum, an amount equal to aggregate amount of all payments delayed pursuant to the preceding sentence. (d) In the case of any amounts payable to the Executive under this Agreement, or under any plan, that may be treated as payable in the form of “a “specified employee” series of installment payments”, as defined in Treas. Reg. §1.409A-2(b)(2)(iii), (A) the Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of Treas. Reg. §1.409A-2(b)(2)(iii), and (B) to the extent any such existing Plan does not already so provide, it is hereby amended to so provide, with respect to amounts that may become payable to the Executive thereunder. (e) The Company agrees that at all times during the Term, it will use its reasonable best efforts to maintain each plan in documentary and operational compliance with all requirements under Section 409A, in so far as such requirements are applicable to the payments or benefits to be made or provided to the Executive under such plan. The Company further agrees that to the extent permitted under Section 409A, this Agreement, and the terms of any Plan (to the extent they relate to the Executive’s entitlements under such Plan) shall be modified, as reasonably requested by the Executive, to the extent delayed commencement of any portion of the benefits necessary to which Executive is entitled under this Agreement is required in order comply with all applicable requirements of, and to avoid the imposition of any additional taxes tax, interest and interest on penalties under, Section 409A in connection with, the benefits and payments to be provided or paid to the Executive hereunder or under such Plan. Any such modification shall maintain the original intent and economic benefit to the Executive of the applicable provision of this Agreement or such Plan, to the maximum extent possible without violating any applicable requirement of Section 409A, 409A. Any such portion modification to the terms of Executive’s any Plan may be made by means of a separate written agreement between the Company and the Executive so as to limit the applicability of each modification to just the payments or benefits shall not to be provided to the Executive prior to the earlier of under such Plan. (af) the expiration For purposes of the six-(6) month period measured from foregoing, the date of Executive’s separation from service or (b) following terms shall have the date of Executive’s death.following meanings:

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). ▇▇▇▇ ▇▇▇▇▇▇▇ 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 (a) It is the intent of the parties that this Agreement will shall be interpreted and administered in accordance a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and all regulations promulgated applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (“and any applicable transition relief under Section 409A”409A of the Code). To Neither the extent that Company nor its directors, officers, employees or advisers shall be held liable for any provision taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in 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 that the severance payments under Section 409A6(e)(i), Executive shall not be considered to have terminated employment with the Employer (ii) and (iii), and any other amount or any subsidiary or Affiliate thereof benefit that would constitute non-exempt “deferred compensation” for purposes of this Agreement unless Executive Section 409A of the Code would otherwise be payable or distributable hereunder, or a different form of payment of such non-exempt deferred compensation would be considered effected, by reason of a Change in Control or Employee’s termination of employment, such non-exempt deferred compensation will not be payable or distributable to have incurred Employee, and/or such different form of payment will not be effected, by reason of such circumstances unless the circumstances giving rise to such Change in Control or termination of employment, as the case may be, meet any description or definition of “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation” or “separation from service,” within as the meaning case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any amount of non-exempt deferred compensation upon a Change in Control or termination of Employee’s employment, however defined. If this provision prevents the payment or distribution of any non-exempt deferred compensation, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “change in control event” or “separation from service,” as the case may be. If this provision prevents the application of a different form of payment of any amount or benefit, such payment shall be made in the same form as would have applied absent such designated event or circumstance. (c) Each payment of Termination Benefits under Section 6(e) of this Agreement shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A from of the Employer or any of its subsidiaries or Affiliates. Each amount Code. (d) If Employee is entitled to be paid or benefit reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. No right of Employee to be provided reimbursement of expenses under this Agreement shall be construed as a separate identified subject to liquidation or exchange for another benefit. Employee’s rights to payment for purposes or reimbursement of expenses pursuant to Section 409A, and any payments described 5(b) of this Agreement shall expire at the end of two (2) years after the date of termination of this Agreement. (e) 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 is deemed by the Employer at the time of Executive’s separation from service to be a any amount or benefit that would constitute non-exempt “specified employeedeferred compensation” for purposes of Section 409A, to the extent delayed commencement of any portion 409A of the benefits to which Executive is entitled Code would otherwise be payable or distributable under this Agreement is required in order to avoid the imposition by reason 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 ExecutiveEmployee’s separation from service during a period in which he is a Specified Employee (as defined herein), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (bj)(4)(vi) (payment of employment taxes): (i) the date amount of Executivesuch non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after his death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

Internal Revenue Code Section 409A. The Parties intend (a) To the fullest extent applicable, amounts and other benefits payable under this Letter Agreement are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) in accordance with one or more of the exemptions available under the final Treasury regulations promulgated under Code Section 409A (“409A Regulations”)(collectively, Code Section 409A and the 409A Regulations are herein after referred to as “Section 409A”) and, to the extent that this Agreement will be administered any such amount or benefit is, or becomes subject to, Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation in accordance with Section 409A, this Letter Agreement is intended to comply with the applicable requirements of Section 409A with respect to such amounts or benefits. To the extent possible, this Letter Agreement shall be interpreted and administered in a manner consistent with the foregoing statement of intent. (b) If you notify the Company, in writing, (with specificity as to the reason therefore) that you believe that any provision of this Letter Agreement (or payment, benefit payable or any award of compensation, including equity compensation therein) would cause you to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with you, use its best efforts to amend the Letter Agreement to modify such provision to comply with Section 409A or any of the Code and all regulations promulgated thereunder (“exemptions under Section 409A”). 409A. To the extent that any provision of this Agreement hereof is ambiguous as modified in order 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 or 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 exemptions under Section 409A, Executive such modification shall not be considered made in good faith and to have terminated employment the extent reasonably practical, shall be consistent 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 409Aoriginal intent of, and any payments described maintain the economic benefits provided to you and the Company, under the Letter Agreement without violating Section 409A. (c) Notwithstanding anything in this Letter 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 or elsewhere to the contrary, if Executive is deemed by you are a Specified Employee (as defined in Treas. Reg. Section 1.409A-1(h)(6)(i)) on your Separation Date and the Employer at Company reasonably determines that any amount or other benefit payable to you under this Letter Agreement constitutes nonqualified deferred compensation and the time payment of Executive’s separation from service such amount or other benefit in accordance with the terms of the Letter Agreement will subject you to be “additional tax” under Code Section 409A(a)(1)(B) (together with any interest or penalties imposed with respect to, or in connection with, such tax, a “specified employee” for purposes 409A Tax”), then the payment of Section 409A, such amount or benefit shall be postponed to the extent delayed commencement of any portion first business day of the benefits seventh month following your Separation Date or, if earlier, the date of your death (the “Delayed Payment Date”). You and the Company may agree to which Executive is entitled under this Agreement is required in order take such other actions to avoid the imposition of additional taxes a 409A Tax at such time and interest in such manner as permitted under Section 409A. In the event that this paragraph 5(c) requires a delay in the payment of any amount, then such amount shall be accumulated and paid in a single lump sum on Executive under the Delayed Payment Date. (d) In no event whatsoever (as a result of paragraph 5(a), (b) or (c) above or otherwise) shall the Company be liable for any 409A Tax that may be imposed on you by Section 409A, such portion or otherwise, or any damages for failing to comply with Section 409A or the provisions of Executive’s benefits shall not be provided to Executive prior to the earlier of (athis paragraph 5(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 deathor (c).

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 (a) It is intended that this Agreement will be exempt from or comply with the provisions of Code Section 409A so as not to subject Executive to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in accordance a manner consistent with Section 409A of the Code these intentions, and all regulations promulgated thereunder (“Section 409A”). To to the extent that any provision regulations or other guidance issued under Code Section 409A would result in Executive being subject to payment of this Agreement is ambiguous as to its compliance with additional income taxes or interest under Code 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 to amend 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 maintain to the contrary, to maximum extent practicable the extent required in order to avoid accelerated taxation and/or tax penalties original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A, Executive shall not be considered to have terminated employment with the Employer or 409A. (b) Notwithstanding 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 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 determined to be a “specified employee” for purposes Specified Employee as of Section 409Athe Termination Date, then, to the extent required pursuant to Code Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six-month delay following the Termination Date. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six-month deferral period and all other payments shall be unaffected. All delayed commencement payments shall be accumulated and paid in a lump-sum catch-up payment as of any the first day of the seventh month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to which be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is entitled determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof), Executive will be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is required in order to avoid the imposition of additional taxes and interest on Executive a key employee under Code Section 409A416(i), such portion of “compensation” shall mean Executive’s benefits shall not be provided to Executive prior to W-2 compensation as reported by 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 deathEmployer for a particular calendar year. 18.

Internal Revenue Code Section 409A. The Parties intend (a) If at the time of the Executive’s separation from service: (i) the Executive is a specified employee (within the meaning of Section 409A of the Code, and using the identification methodology selected by the Company from time to time); and (ii) the Company makes a good faith determination that this Agreement will an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code), the payment of which is required to be administered delayed pursuant to the six-month delay rule set forth in accordance with Section 409A of the Code and all regulations promulgated thereunder in order to avoid additional taxes or interest under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first to occur of (“x) the first business day after such six-month period, (y) the Executive's death, or (z) such other date as will not cause such payment to be subject to tax or interest under Code Section 409A”). 409A. (b) It is the intention of the Parties that payments or benefits payable under this Agreement not be subject to the additional tax or interest imposed pursuant to Code Section 409A. To the extent that any provision of this Agreement is ambiguous as such potential payments or benefits could become subject to its compliance with Code Section 409A, the provision Parties shall be read cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such a manner so that all payments hereunder are either exempt tax being imposed. The Executive shall, at the request of the Company, take any action (or refrain from taking any action), required to comply with any correction procedure promulgated pursuant to Code Section 409A. The Parties agree In no event shall the Company be liable to the Executive for any taxes, penalties, or interest that this Agreement may be amendeddue as a result of the application of Code Section 409A. (c) With respect to payments under this Agreement, 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 for purposes of Code Section 409A, Executive shall not each severance payment will be considered one of a series of separate payments, and each such payment shall be a separately identifiable and determinable amount. (d) For purposes of determining the timing of any payment of severance compensation, the Executive will be deemed to have terminated a 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 only upon a “separation from service” within the meaning of Code Section 409A from 409A. (e) Any amount that the Employer or any of its subsidiaries or Affiliates. Each amount Executive is entitled to be paid or benefit reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical, and in any event not later than the last day of the calendar year following the year in which the expenses were incurred. (f) The Executive's termination of his employment for Good Reason is intended to be provided under a separation from service for good reason as described in Treas. Reg. § 1.409A-1(n)(2) and this Agreement shall be interpreted and construed as a separate identified payment for accordingly. (g) For purposes of this Agreement, each payment of severance compensation is intended to be excepted from Code Section 409A, 409A to the maximum extent provided under Code Section 409A as follows: (i) each payment that is scheduled to be made following the Executive's termination of employment and any within the applicable 2 1/2 month period specified in Treas. Reg. § 1.409A(b)(4) is intended to be excepted under the short-term deferral exception as specified in Treas. Reg.§ 1.409A-1(b)(4); and (ii) each payment that is not otherwise excepted under the short-term deferral exception is intended to be excepted under the involuntary separation pay exception as specified in Treas. Reg. § 1.409A-1(b)(9)(iii) or the exception for limited payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A Treas. Reg. § 1.409A-1(b)(9)(v)(D). The Executive shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein have no 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 benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from designate the date of Executive’s separation from service or (b) the date any payment of Executive’s deathseverance compensation to be made hereunder.

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 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 ▇▇. ▇▇▇▇▇▇▇▇▇ 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 Finally, neither the Company nor ▇▇. ▇▇▇▇▇▇▇▇▇ shall accelerate the timing 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.any

Internal Revenue Code Section 409A. The Parties intend that (a)(1)(B). (a) To the fullest extent applicable, amounts and other benefits payable under this Agreement will are intended to be administered in accordance with exempt from the definition of “nonqualified deferred compensation” under Section 409A of the Internal Revenue Code and all of 1986, as amended, in accordance with one or more of the exemptions available under the final Treasury regulations promulgated thereunder under Section 409A. In this regard, each payment under this Agreement that is made in a series of scheduled installments shall be deemed a separate payment for purposes of Section 409A. (“Section 409A”). b) To the extent that any provision amounts or benefits payable under this Agreement are or become subject to Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation subject to Section 409A, this Agreement is ambiguous as intended to its compliance comply with the applicable requirements of Section 409A409A with respect to such amounts or benefits. This Agreement shall be interpreted and administered to the extent possible in a manner consistent with the foregoing statement of intent. (c) In each case where this Agreement provides for the payment of an amount that constitutes nonqualified deferred compensation under Section 409A to be made within a designated period (e.g., within sixty (60) days after the date of termination) and such period begins and ends in different calendar years, the provision exact payment date within such range shall be read determined by the Company, in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The Parties agree that its sole discretion, and ▇▇▇▇▇▇▇▇▇▇ shall have no right to designate the year in which the payment shall be made. (d) 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 elsewhere to the contrary, if ▇▇▇▇▇▇▇▇▇▇ is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code, as determined by the Company) on the date of his termination, and the Company reasonably determines that any amount or other benefit payable under this Agreement on account of ▇▇▇▇▇▇▇▇▇▇’▇ separation from service, within the meaning of Section 409A(a)(2)(A)(i) of the Code, constitutes nonqualified deferred compensation that will subject ▇▇▇▇▇▇▇▇▇▇ to “additional tax” under Section 409A(a)(1)(B) of the Code (together with any interest or penalties imposed with respect to, or in connection with, such tax, a “409A Tax”) with respect to the extent required payment of such amount or the provision of such benefit if paid or provided at the time specified in order the Agreement, then the payment or provision thereof shall be postponed to the first business day of the seventh month following the date of termination or, if earlier, the date of ▇▇▇▇▇▇▇▇▇▇’▇ death. The Company and ▇▇▇▇▇▇▇▇▇▇ may agree to take other actions to avoid accelerated taxation and/or tax penalties the imposition of a 409A Tax at such time and in such manner as permitted under Section 409A, Executive shall not be considered to have terminated employment with the Employer or any subsidiary or Affiliate thereof 409A. (e) ▇▇▇▇▇▇▇▇▇▇’▇ date of termination for purposes of this Agreement unless Executive would determining the date that any payment or benefit that is treated as nonqualified deferred compensation under Section 409A is to be considered paid or provided (or in determining whether an exemption to have such treatment applies), and for purposes of determining whether ▇▇▇▇▇▇▇▇▇▇ is a “specified employee” on the date of termination, shall be the date on which ▇▇▇▇▇▇▇▇▇▇ has incurred a “separation from service” within the meaning of Section 409A from the Employer Treasury Regulation section 1.409A-1(h), 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 subsequent IRS guidance 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 (a) If at the time of the Executive’s separation from service: (i) the Executive is a specified employee (within the meaning of Section 409A of the Code, and using the identification methodology selected by the Company from time to time); and (ii) the Company makes a good faith determination that this Agreement will an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code), the payment of which is required to be administered delayed pursuant to the six-month delay rule set forth in accordance with Section 409A of the Code and all regulations promulgated thereunder in order to avoid additional taxes or interest under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first to occur of (“x) the first business day after such six-month period, (y) Executive's death, or (z) such other date as will not cause such payment to be subject to tax or interest under Code Section 409A”). 409A. (b) It is the intention of the Parties that payments or benefits payable under this Agreement not be subject to the additional tax or interest imposed pursuant to Code Section 409A. To the extent that any provision of this Agreement is ambiguous as such potential payments or benefits could become subject to its compliance with Code Section 409A, the provision Parties shall be read cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such a manner so that all payments hereunder are either exempt tax being imposed. The Executive shall, at the request of the Company, take any action (or refrain from taking any action), required to comply with any correction procedure promulgated pursuant to Code Section 409A. The Parties agree In no event shall the Company be liable to Executive for any taxes, penalties, or interest that this Agreement may be amendeddue as a result of the application of Code Section 409A. (c) With respect to payments under this Agreement, 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 for purposes of Code Section 409A, Executive shall not each severance payment will be considered one of a series of separate payments, and each such payment shall be a separately identifiable and determinable amount. (d) For purposes of determining the timing of any payment of severance compensation, the Executive will be deemed to have terminated a 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 only upon a “separation from service” within the meaning of Code Section 409A from 409A. (e) Any amount that the Employer or any of its subsidiaries or Affiliates. Each amount Executive is entitled to be paid or benefit reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical, and in any event not later than the last day of the calendar year following the year in which the expenses were incurred. (f) The Executive's termination of his employment for Good Reason is intended to be provided under a separation from service for good reason as described in Treas. Reg. § 1.409A-1(n)(2) and this Agreement shall be interpreted and construed as a separate identified payment for accordingly. (g) For purposes of this Agreement, each payment of severance compensation is intended to be excepted from Code Section 409A, 409A to the maximum extent provided under Code Section 409A as follows: (i) each payment that is scheduled to be made following the Executive's termination of employment and any within the applicable 2 1/2 month period specified in Treas. Reg. § 1.409A(b)(4) is intended to be excepted under the short-term deferral exception as specified in Treas. Reg.§ 1.409A-1(b)(4); and (ii) each payment that is not otherwise excepted under the short-term deferral exception is intended to be excepted under the involuntary separation pay exception as specified in Treas. Reg. § 1.409A-1(b)(9)(iii) or the exception for limited payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A Treas. Reg. § 1.409A-1(b)(9)(v)(D). The Executive shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein have no 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 benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from designate the date of Executive’s separation from service or (b) the date any payment of Executive’s deathseverance compensation to be made hereunder.