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

Internal Revenue Code Section 409A. 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, 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 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 the regulations thereunder. (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 are equal to or less than the lesser of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and (2) shall be exempt from Section 409A and shall be paid in accordance with this Article 3. Severance Benefits subject to this Section 3.2(b) 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 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 applicable dollar amount under Section 402(g)(1)(B) of the 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. Severance Benefits subject to this Section 3.2(c) 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 the regulations thereunder. (d) To the extent Severance Benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (b) or (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 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 made as otherwise scheduled in this Agreement. Notwithstanding anything herein to the contrary, and subject to Code Section 409A, to the extent the following rules should apply to the Officer in connection with a payment made hereunder, such payment shall not be made or commence as a result of the Officer’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 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 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 (and the new key employee list shall be updated and effective each subsequent April 1). (e) For purposes of this Agreement, the term “specified employee” shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether 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. 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 Sections 6(b)(i) through (viii) or elsewhere in this Agreement, any Severance Benefits paid (i) within 2-½ months Executive's entitlement to a series 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 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) installments payments shall be treated and shall be deemed to be an entitlement to a series of separate payment payments within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations thereunder. (b) To Any severance benefits paid within the extent Severance Benefits are not exempt from Section 409A under Section 3.2(alater of (i) above, any Severance Benefits paid in the first six (6) 2-1/2 months following the Officer’s separation from service with the Company that are equal to or less than the lesser of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1end of the Company's taxable year containing the Executive's severance from employment, or (ii) and (2) -1/2 months of the end of the Executive's taxable year containing the severance from employment shall be exempt from Section 409A and shall be paid in accordance with this Article 3Section 6(b). Severance Benefits benefits subject to this Section 3.2(b7(b) 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 the regulations thereunder. (c) To the extent Severance Benefits severance benefits are not exempt from Section 409A under Sections 3.2(a) or (bSection 7(b) above, any Severance Benefits benefits paid in the first 6 months following the Executive's severance from employment that are equal to or less than the applicable dollar amount under Section 402(g)(1)(B) lesser of the Code for the year of separation from service with the Company amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and (2) 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 3Section 6(b). Severance Benefits benefits subject to this Section 3.2(c7(c) 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 the regulations thereunder. (d) To the extent Severance Benefits severance benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (bunder Section 7(b) or (c7(c) above, and any benefits paid equal to or less than the extent the Officer is a “specified employee” (as defined below), payments due to the Officer applicable dollar amount under Section 3 402(g)(1)(B) of the Code for the year of severance from employment shall begin no sooner than six (6) months after the Officer’s separation be exempt from service Section 409A in accordance 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)(21.409A-1(b)(9)(v)(D) and shall be paid in accordance with Section 6(b). Severance benefits subject to this Section 7(d) shall be made in a single lump sum as soon as administratively practicable after the expiration of such six (6) month period treated and the balance of all other payments required under this Agreement shall be made as otherwise scheduled in this Agreement. Notwithstanding anything herein to the contrary, and subject to Code Section 409A, to the extent the following rules should apply to the Officer in connection with a payment made hereunder, such payment shall not be made or commence as a result of the Officer’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 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 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 deemed to be a key employee. The identification date for determining key employees shall be each December 31 (and the new key employee list shall be updated and effective each subsequent April 1). (e) For purposes of this Agreement, the term “specified employee” shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether the Officer is a “specified employee” shall be made by the Company in good faith applying the applicable Treasury regulations.an entitlement to a

Internal Revenue Code Section 409A. This Agreement The Plan 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, any Severance Benefits paid (i) within 2-½ 2-1/2 months of the end of the Company’s taxable year containing the OfficerExecutive’s separation severance from service with the Companyemployment, or (ii) within 2-½ 2-1/2 months of the OfficerExecutive’s taxable year containing the separation from service severance from employment by the Company shall be 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 the regulations thereunder. (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) 6 months following the OfficerExecutive’s separation severance from service with the Company employment that are equal to or less than the lesser of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and (2) shall be exempt from Section 409A and shall be paid in accordance with this Article 3. Severance Benefits subject to this Section 3.2(b) 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 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 applicable dollar amount under Section 402(g)(1)(B) of the Code for the year of separation severance from service with the Company employment 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. Severance Benefits subject to this Section 3.2(c) 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 the regulations thereunder. (d) To the extent Severance Benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (b) or (c) above, and to the extent the Officer Executive is a “specified employee” (as defined below), payments due to the Officer Executive under Section 3 6 shall begin no sooner than six (6) months after the OfficerExecutive’s separation severance from service with the Company employment (other than for death)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 made in a single lump sum as soon as administratively practicable after the expiration of such six (6) month period period, with interest thereon , and the balance of all other payments required under this Agreement shall be made as otherwise scheduled in this Agreement. Notwithstanding anything herein to the contrary, and subject to Code Section 409A, to the extent the following rules should apply to the Officer Executive in connection with a payment payments made hereunder, such payment shall not be made or commence as a result of the OfficerExecutive’s Effective Date of Termination if the Officer to any Executive who is a key employee (as set forth defined below) before the date that is not less than six (6) months after the OfficerExecutive’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 determined by the Company ending with the annual date upon which key employees are identified by the Company, and also includes including any Officer Executive identified by the Company in good faith with respect to any distribution as belonging to the group of identified key employees, to a maximum of 200 such key employees, regardless of whether such Officer Executive 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 (and the new key employee list shall be updated and effective each subsequent April 1). (e) For purposes of this Section 3.2, any reference to severance of employment or termination of employment shall mean a “separation from service” as defined in Treasury Reg. Section 1.409A-1(h). For purposes of this Agreement, the term “specified employee” shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether the Officer Executive is a “specified employee” shall be made by the Company in good faith applying the applicable Treasury regulations.

Internal Revenue Code Section 409A. This Agreement The Plan 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, any Severance Benefits paid (i) within 2-½ 2-1/2 months of the end of the Company’s taxable year containing the OfficerExecutive’s separation severance from service with the Companyemployment, or (ii) within 2-½ 2-1/2 months of the OfficerExecutive’s taxable year containing the separation from service severance from employment by the Company shall be 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 the regulations thereunder. (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) 6 months following the OfficerExecutive’s separation severance from service with the Company employment that are equal to or less than the lesser of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and (2) shall be exempt from Section 409A and shall be paid in accordance with this Article 3. Severance Benefits subject to this Section 3.2(b) 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 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 applicable dollar amount under Section 402(g)(1)(B) of the Code for the year of separation severance from service with the Company employment 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. Severance Benefits subject to this Section 3.2(c) 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 the regulations thereunder. (d) To the extent Severance Benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (b) or (c) above, and to the extent the Officer Executive is a “specified employee” (as defined below), payments due to the Officer Executive under Section 3 6 shall begin no sooner than six (6) months after the OfficerExecutive’s separation severance from service with the Company employment (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 made in a single lump sum as soon as administratively practicable after the expiration of such six (6) month period period, with interest thereon, and the balance of all other payments required under this Agreement shall be made as otherwise scheduled in this Agreement. Notwithstanding anything herein to the contrary, and subject to Code Section 409A, to the extent the following rules should apply to the Officer Executive in connection with a payment payments made hereunder, such payment shall not be made or commence as a result of the OfficerExecutive’s Effective Date of Termination if the Officer to any Executive who is a key employee (as set forth defined below) before the date that is not less than six (6) months after the OfficerExecutive’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 determined by the Company ending with the annual date upon which key employees are identified by the Company, and also includes including any Officer Executive identified by the Company in good faith with respect to any distribution as belonging to the group of identified key employees, to a maximum of 200 such key employees, regardless of whether such Officer Executive 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 (and the new key employee list shall be updated and effective each subsequent April 1). (e) For purposes of this Section 3.2, any reference to severance of employment or termination of employment shall mean a “separation from service” as defined in Treasury Reg. Section 1.409A-1(h). For purposes of this Agreement, the term “specified employee” shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether the Officer Executive is a “specified employee” shall be made by the Company in good faith applying the applicable Treasury regulations.

Internal Revenue Code Section 409A. This Agreement is intended to comply with the American Jobs Creation Act For purposes of 2004, Code Section 409A, the regulations and related guidance. other guidance thereunder and any state law of similar effect (a) 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 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 this AgreementTreasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, any Severance Benefits 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 (i15th) within 2-½ months 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 taxable first tax year containing the Officer’s separation from service with the Companyin which your Involuntary Termination occurs, or (ii) within 2-½ months of the Officer’s taxable year containing the separation from service from employment by the Company shall be exempt from the requirements of as provided in Treasury Regulation Section 409A of the Code, and shall be paid in accordance with this Article 31.409A-1(b)(4). 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 the regulations thereunder. (b) To the extent Severance Benefits that any COBRA payment premiums set forth in Section 4(b) or 4(c) above or any other reimbursements or in-kind benefits under this Agreement or otherwise are not exempt from Section 409A under Section 3.2(a409A, then (i) the 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 made on or before the earlier of the last day of the calendar year following the calendar year in which such 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 exchange for another benefit. Notwithstanding the above, if any Severance Benefits of the severance pay provided in connection with your Involuntary Termination does not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) or Treasury Regulation Section 1.409A-1(b)(4) or any other applicable exemption and you are deemed by the Company at the time of your Involuntary Termination to be a “specified employee,” 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 in during the first six (6) months following after your Involuntary Termination shall be paid in a lump sum on the Officer’s separation from service with the Company that are equal to or less than the lesser first (1st) business day of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1seventh (7th) and (2) shall be exempt from Section 409A and shall month after your Involuntary Termination, with any remaining severance pay to be paid in accordance with this Article 3. Severance Benefits subject to this the schedule set forth in Section 3.2(b) 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 the regulations thereunder. (c) To the extent Severance Benefits are not exempt from Section 409A under Sections 3.2(a4(b) or (b4(c) above, any Severance Benefits paid equal as applicable. Such deferral shall only be effected to or less than the applicable dollar amount extent 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 402(g)(1)(B409A(a)(1)(B) of the Code for in 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. Severance Benefits subject to this Section 3.2(c) 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 the regulations thereunder. (d) To the extent Severance Benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (b) or (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 made in a single lump sum as soon as administratively practicable after the expiration absence of such six (6) month period and the balance of all other payments required under this Agreement shall be made as otherwise scheduled in this Agreement. Notwithstanding anything herein to the contrary, and subject to Code Section 409A, to the extent the following rules should apply to the Officer in connection with a payment made hereunder, such payment shall not be made or commence as a result of the Officer’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 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 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 (and the new key employee list shall be updated and effective each subsequent April 1)deferral. (e) For purposes of this Agreement, the term “specified employee” shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether 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. This Agreement It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to comply with the American Jobs Creation Act greatest extent possible, the exemptions from the application of 2004, Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) (“Section 409A”), and related guidance. (a) Notwithstanding anything this Agreement will be construed to the contrary set forth in this 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 greatest extent possible as consistent 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 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 the regulations thereunder. (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 are equal to or less than the lesser of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and (2) shall be exempt from Section 409A and shall be paid in accordance with this Article 3. Severance Benefits subject to this Section 3.2(b) 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 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 applicable dollar amount under Section 402(g)(1)(B) of the 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. Severance Benefits subject to this Section 3.2(c) 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 the regulations thereunder. (d) To the extent Severance Benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (b) or (c) abovethose 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 Officer contrary in this Agreement, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employeeExecutive” (as defined belowfor purposes of Section 409A(a)(2)(B)(i), and if any of the payments due to the Officer upon Separation from Service set forth herein and/or under Section 3 shall begin no sooner than six (6) months after the Officer’s separation from service any other agreement 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 are deemed to be “deferred compensation,” then to the six 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 (6i) the expiration of the six-month delay and one day period required 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 Treasury Regulation Section 1.409A-3(i)(2) shall be made in a single lump sum as soon as administratively practicable after 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such six (6applicable Section 409A(a)(2)(B)(i) month period 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 balance 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 all other payments 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 required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be made as otherwise scheduled 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 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 the payments described in this Agreement. Notwithstanding anything herein Agreement will be exempt from or comply with Section 409A and makes no undertaking to the contrary, and subject to Code preclude Section 409A, to the extent the following rules should apply to the Officer in connection with a payment made hereunder, such payment shall not be made or commence as a result of the Officer’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 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 409A from applying to any distribution as belonging to the group of 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 (and the new key employee list shall be updated and effective each subsequent April 1)payment. (e) For purposes of this Agreement, the term “specified employee” shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether 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. This Agreement is intended to comply with the American Jobs Creation Act For purposes of 2004, Code Section 409A, the regulations and related guidance. other guidance thereunder and any state law of similar effect (a) 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 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 this AgreementTreasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, any Severance Benefits 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 (i15th) within 2-½ months 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 taxable first tax year containing the Officer’s separation from service with the Companyin which your Involuntary Termination occurs, or (ii) within 2-½ months of the Officer’s taxable year containing the separation from service from employment by the Company shall be exempt from the requirements of as provided in Treasury Regulation Section 409A of the Code, and shall be paid in accordance with this Article 31.409A-1(b)(4). 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 the regulations thereunder. (b) To the extent Severance Benefits that any COBRA payment premiums set forth in Section 4(b) or 4(c) above or any other reimbursements or in-kind benefits under this Agreement or otherwise are not exempt from Section 409A under Section 3.2(a409A, then (i) the 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 made on or before the earlier of the last day of the calendar year following the calendar year in which such 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 exchange for another benefit. Notwithstanding the above, if any Severance Benefits of the severance pay provided in connection with your Involuntary Termination does not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) or Treasury Regulation Section 1.409A-1(b)(4) or any other applicable exemption and you are deemed by the Company at the time of your Involuntary Termination to be a “specified employee,” 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 in during the first six (6) months following after your Involuntary Termination shall be paid in a lump sum on the Officer’s separation from service with the Company that are equal to or less than the lesser first (1st) business day of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1seventh (7th) and (2) shall be exempt from Section 409A and shall month after your Involuntary Termination, with any remaining severance pay to be paid in accordance with this Article 3. Severance Benefits subject to this the schedule set forth in Section 3.2(b) 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 the regulations thereunder. (c) To the extent Severance Benefits are not exempt from Section 409A under Sections 3.2(a4(b) or (b4(c) above, any Severance Benefits paid equal as applicable. Such deferral shall only be effected to or less than the applicable dollar amount extent 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 402(g)(1)(B409A(a)(1)(B) of the Code for in 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. Severance Benefits subject to this Section 3.2(c) 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 the regulations thereunder. (d) To the extent Severance Benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (b) or (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 made in a single lump sum as soon as administratively practicable after the expiration absence of such six (6) month period and the balance of all other payments required under this Agreement shall be made as otherwise scheduled in this Agreement. Notwithstanding anything herein to the contrary, and subject to Code Section 409A, to the extent the following rules should apply to the Officer in connection with a payment made hereunder, such payment shall not be made or commence as a result of the Officer’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 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 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 (and the new key employee list shall be updated and effective each subsequent April 1)deferral. (e) For purposes of this Agreement, the term “specified employee” shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether 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. 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, 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 exempt from the requirements of Section 409A of the CodeInternal Revenue Code of 1986, as amended (“Section 409A”) or an exemption thereunder and shall be paid construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Article 3Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Severance Benefits subject to If any payment under this Section 3.2(a) shall be treated and shall be deemed Agreement is determined to be an entitlement to a separate payment “deferred compensation” within the meaning of Section 409A and compliance with one or more of the Code and the regulations thereunder. (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 are equal to provisions of this Agreement causes or less than the lesser of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and (2) shall be exempt from Section 409A and shall be paid in accordance with this Article 3. Severance Benefits subject to this Section 3.2(b) 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 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 applicable dollar amount under Section 402(g)(1)(B) of the 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. Severance Benefits subject to this Section 3.2(c) 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 the regulations thereunder. (d) To the extent Severance Benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (b) or (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 made results in a single lump sum as soon as administratively practicable after the expiration violation of such six (6) month period and the balance of all other payments required under this Agreement shall be made as otherwise scheduled in this Agreement. Notwithstanding anything herein to the contrary, and subject to Code Section 409A, then such provision shall be interpreted or reformed in the manner necessary to achieve compliance with 409A, including but not limited to, the extent the following rules should apply to the Officer in connection with imposition of a payment made hereunder, such payment shall not be made or commence as a result of the Officer’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 6)-month delay in payment to any “specified employee” (as defined in Code Section 409A(a)(2)(B)409A) during the entire twelve (12) month period determined by the Company ending with the annual following such specified employee’s date upon of termination which key employees are identified by the Company, and also includes any Officer identified by the Company in good faith with respect entitles him to any distribution a payment under this Agreement. Any payments under this Agreement that may be excluded from Section 409A either as belonging separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the group of 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 employeeextent possible. The identification date for determining key employees shall be each December 31 (and the new key employee list shall be updated and effective each subsequent April 1). (e) For purposes of Section 409A, each payment provided under this AgreementAgreement shall be treated as a separate payment. To the extent subject to 409A, any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. In no event may D▇. ▇▇▇▇▇▇, directly or indirectly, designate the calendar year of payment. Notwithstanding the foregoing, the term “specified employee” Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination Company be liable for all or any portion of whether the Officer is a “specified employee” shall any taxes, penalties, interest or other expenses that may be made incurred by the Company in good faith applying the applicable Treasury regulations.Employee on account of non-compliance with Section 409A.

Internal Revenue Code Section 409A. This Agreement is intended to comply with the American Jobs Creation Act For purposes of 2004, Code Section 409A, the regulations and related guidance. other guidance thereunder and any state law of similar effect (a) 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 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 this AgreementTreasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, any Severance Benefits 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 (i15th) within 2-½ months 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 taxable first tax year containing the Officer’s separation from service with the Companyin which your Involuntary Termination occurs, or (ii) within 2-½ months of the Officer’s taxable year containing the separation from service from employment by the Company shall be exempt from the requirements of as provided in Treasury Regulation Section 409A of the Code, and shall be paid in accordance with this Article 31.409A-1(b)(4). 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 the regulations thereunder. (b) To the extent Severance Benefits that any COBRA payment premiums set forth in Section 4(b) or 4(c) above or any other reimbursements or in-kind benefits under this Agreement or otherwise are not exempt from Section 409A under Section 3.2(a409A, then (i) the 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 made on or before the earlier of the last day of the calendar year following the calendar year in which such 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 exchange for another benefit. Notwithstanding the above, if any Severance Benefits of the severance pay provided in connection with your Involuntary Termination does not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) or Treasury Regulation Section 1.409A-1(b)(4) or any other applicable exemption and you are deemed by the Company at the time of your Involuntary Termination to be a “specified employee,” 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 in during the first six (6) months following after your Involuntary Termination shall be paid in a lump sum on the Officer’s separation from service with the Company that are equal to or less than the lesser first (1st) business day of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1seventh (7th) and (2) shall be exempt from Section 409A and shall month after your Involuntary Termination, with any remaining severance pay to be paid in accordance with this Article 3. Severance Benefits subject to this the schedule set forth in Section 3.2(b) 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 the regulations thereunder. (c) To the extent Severance Benefits are not exempt from Section 409A under Sections 3.2(a4(b) or (b4(c) above, any Severance Benefits paid equal as applicable. Such deferral shall only be effected to or less than the applicable dollar amount extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty Docusign Envelope ID: 2FA09C1B-72DF-47BF-AB06-FD7371F51737 ▇▇▇▇▇▇ ▇▇▇ September 2, 2024 Page 6 percent (20%) federal tax for which you would otherwise be liable under Section 402(g)(1)(B409A(a)(1)(B) of the Code for in 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. Severance Benefits subject to this Section 3.2(c) 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 the regulations thereunder. (d) To the extent Severance Benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (b) or (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 made in a single lump sum as soon as administratively practicable after the expiration absence of such six (6) month period and the balance of all other payments required under this Agreement shall be made as otherwise scheduled in this Agreement. Notwithstanding anything herein to the contrary, and subject to Code Section 409A, to the extent the following rules should apply to the Officer in connection with a payment made hereunder, such payment shall not be made or commence as a result of the Officer’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 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 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 (and the new key employee list shall be updated and effective each subsequent April 1)deferral. (e) For purposes of this Agreement, the term “specified employee” shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether 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. This Agreement The Plan 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, any Severance Benefits paid (i) within 2-½ 2-1/2 months of the end of the Company’s taxable year containing the OfficerExecutive’s separation severance from service with the Companyemployment, or (ii) within 2-½ 2-1/2 months of the OfficerExecutive’s taxable year containing the separation from service severance from employment by the Company shall be 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 the regulations thereunder. (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 (6six) months following the OfficerExecutive’s separation severance from service with the Company employment that are equal to or less than the lesser of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and (2) shall be exempt from Section 409A and shall be paid in accordance with this Article 3. Severance Benefits subject to this Section 3.2(b) 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 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 applicable dollar amount under Section 402(g)(1)(B) of the Code for the year of separation severance from service with the Company employment 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. Severance Benefits subject to this Section 3.2(c) 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 the regulations thereunder. (d) To the extent Severance Benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (b) or (c) above, and to the extent the Officer Executive is a “specified employee” (as defined below), payments due to the Officer Executive under Section 3 6 shall begin no sooner than six (6) months after the OfficerExecutive’s separation severance from service with the Company employment (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 made in a single lump sum as soon as administratively practicable after the expiration of such six (6) month period period, with interest thereon, and the balance of all other payments required under this Agreement shall be made as otherwise scheduled in this Agreement. Notwithstanding anything herein to the contrary, and subject to Code Section 409A, to the extent the following rules should apply to the Officer Executive in connection with a payment payments made hereunder, such payment shall not be made or commence as a result of the OfficerExecutive’s Effective Date of Termination if the Officer to any Executive who is a key employee (as set forth defined below) before the date that is not less than six (6) months after the OfficerExecutive’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 determined by the Company ending with the annual date upon which key employees are identified by the Company, and also includes including any Officer Executive identified by the Company in good faith with respect to any distribution as belonging to the group of identified key employees, to a maximum of 200 such key employees, regardless of whether such Officer Executive 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 (and the new key employee list shall be updated and effective each subsequent April 1). (e) For purposes of this Section 3.2, any reference to severance of employment or termination of employment shall mean a “separation from service” as defined in Treasury Reg. Section 1.409A-1(h). For purposes of this Agreement, the term “specified employee” shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether the Officer Executive is a “specified employee” shall be made by the Company in good faith applying the applicable Treasury regulations.

Internal Revenue Code Section 409A. This a. It is EQT’s intent that the payments and benefits under 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, 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 exempt from the application of, or otherwise comply with, the requirements of Section 409A of the CodeCode and any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury or the Internal Revenue Service (“Section 409A”). Any taxable benefits or payments provided under this Agreement are intended to be separate payments that qualify for the “short-term deferral” exception to Section 409A to the maximum extent possible and, to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to Section 409A to the maximum extent possible. To the extent that none of these exceptions applies, and shall be paid in accordance to the extent that EQT determines it is necessary to comply 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 409A (e.g., if Employee is a separate payment “specified employee” within the meaning of Section 409A 409A), then notwithstanding any provision in this Agreement or the Non-Compete Agreement to the contrary, any payments or benefits considered to be “nonqualified deferred compensation” for purposes of the Code and the regulations thereunder. (b) To the extent Severance Benefits are not exempt from Section 409A under payable upon a “separation from service” (in accordance with Section 3.2(a409A) above, any Severance Benefits that would otherwise be paid in or provided to Employee during the first six (6) months following the Officer’s separation from service with Separation Date shall instead be accumulated through and paid or provided (without interest) on the Company first business day that are equal to or less than the lesser of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and (2) shall be exempt from Section 409A and shall be paid in accordance with this Article 3. Severance Benefits subject to this Section 3.2(b) 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 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 applicable dollar amount under Section 402(g)(1)(B) of the 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. Severance Benefits subject to this Section 3.2(c) 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 the regulations thereunder. (d) To the extent Severance Benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (b) or (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 more than six (6) months after the OfficerEmployee’s separation from service with service. b. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Company payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and Employee is no longer providing services (other than at a level that would preclude the occurrence of a “separation from service” within the meaning of Section 409A) to EQT as an employee or consultant, and for death); providedpurposes of any such provision of the Agreement, however, that any payments not made during the six (6) month period described in this Section 3.2(d) due references to the six (6) month delay period required under Treasury Regulation “Separation Date,” a “termination,” “termination of employment” or like terms shall mean “separation from service” within the meaning of Section 1.409A-3(i)(2) shall be made in 409A. c. Whenever 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 payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be made as otherwise scheduled within the sole discretion of EQT. In the event the payment period under this Agreement for any nonqualified deferred compensation commences in this Agreement. Notwithstanding anything herein to one calendar year and ends in a second calendar year, the contrarypayments shall not be paid (or installments commenced) until the later of (i) the first payroll date of the second calendar year, and subject to Code Section 409A(ii) the Second Release Effective Date, to the extent necessary to comply with Section 409A. d. The tax treatment of the following rules should apply to the Officer in connection with payments provided under this Agreement is not guaranteed. Neither EQT nor any of its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other expenses or monetary amounts owed by Employee (or any other individual claiming a payment made hereunder, such payment shall not be made or commence benefit through Employee) as a result of the Officer’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 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 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 (and the new key employee list shall be updated and effective each subsequent April 1). (e) For purposes of this Agreement, the term “specified employee” shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether 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. This Agreement is intended to comply with the American Jobs Creation Act For purposes of 2004, Code Section 409A, the regulations and related guidance. other guidance thereunder and any state law of similar effect (a) 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 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 this AgreementTreasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, any Severance Benefits 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 (i15th) within 2-½ months 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 taxable first tax year containing the Officer’s separation from service with the Companyin which your Involuntary Termination occurs, or (ii) within 2-½ months of the Officer’s taxable year containing the separation from service from employment by the Company shall be exempt from the requirements of as provided in Treasury Regulation Section 409A of the Code, and shall be paid in accordance with this Article 31.409A-1(b)(4). 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 the regulations thereunder. (b) To the extent Severance Benefits that any COBRA payment premiums set forth in Section 4(b) or 4(c) above or any other reimbursements or in-kind benefits under this Agreement or otherwise are not exempt from Section 409A under Section 3.2(a409A, then (i) the 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 made on or before the earlier of the last day of the calendar year following the calendar year in which such 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 exchange for another benefit. Notwithstanding the above, if any Severance Benefits of the severance pay provided in connection with your Involuntary Termination does not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) or Treasury Regulation Section 1.409A-1(b)(4) or any other applicable exemption and you are deemed by the Company at the time of your Involuntary Termination to be a “specified employee,” 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 4130-5286-8669.2 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ September 9, 2022 day of the seventh (7th) month after your Involuntary Termination and the installments that otherwise would have been paid in during the first six (6) months following after your Involuntary Termination shall be paid in a lump sum on the Officer’s separation from service with the Company that are equal to or less than the lesser first (1st) business day of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1seventh (7th) and (2) shall be exempt from Section 409A and shall month after your Involuntary Termination, with any remaining severance pay to be paid in accordance with this Article 3. Severance Benefits subject to this the schedule set forth in Section 3.2(b) 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 the regulations thereunder. (c) To the extent Severance Benefits are not exempt from Section 409A under Sections 3.2(a4(b) or (b4(c) above, any Severance Benefits paid equal as applicable. Such deferral shall only be effected to or less than the applicable dollar amount extent 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 402(g)(1)(B409A(a)(1)(B) of the Code for in 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. Severance Benefits subject to this Section 3.2(c) 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 the regulations thereunder. (d) To the extent Severance Benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (b) or (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 made in a single lump sum as soon as administratively practicable after the expiration absence of such six (6) month period and the balance of all other payments required under this Agreement shall be made as otherwise scheduled in this Agreement. Notwithstanding anything herein to the contrary, and subject to Code Section 409A, to the extent the following rules should apply to the Officer in connection with a payment made hereunder, such payment shall not be made or commence as a result of the Officer’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 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 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 (and the new key employee list shall be updated and effective each subsequent April 1)deferral. (e) For purposes of this Agreement, the term “specified employee” shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether 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. 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 Sections 6(b)(i) through (v) or elsewhere in this Agreement, any Severance Benefits paid (i) within 2-½ months Executive's entitlement to a series 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 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) installments payments shall be treated and shall be deemed to be an entitlement to a series of separate payment payments within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations thereunder. (b) To Any severance benefits paid within the extent Severance Benefits are not exempt from Section 409A under Section 3.2(alater of (i) above, any Severance Benefits paid in the first six (6) 2-1/2 months following the Officer’s separation from service with the Company that are equal to or less than the lesser of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1end of the Company's taxable year containing the Executive's severance from employment, or (ii) and (2) -1/2 months of the end of the Executive's taxable year containing the severance from employment shall be exempt from Section 409A and shall be paid in accordance with this Article 3Section 6(b). Severance Benefits benefits subject to this Section 3.2(b7(b) 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 the regulations thereunder. (c) To the extent Severance Benefits severance benefits are not exempt from Section 409A under Sections 3.2(a) or (bSection 7(b) above, any Severance Benefits benefits paid in the first 6 months following the Executive's severance from employment that are equal to or less than the applicable dollar amount under Section 402(g)(1)(B) lesser of the Code for the year of separation from service with the Company amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and (2) 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 3Section 6(b). Severance Benefits benefits subject to this Section 3.2(c7(c) 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 the regulations thereunder. (d) To the extent severance benefits are not exempt from Section 409A under Section 7(b) or 7(c) above, any benefits paid equal to or less than the applicable dollar amount under Section 402(g)(1)(B) of the Code for the year of severance from employment 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 Section 6(b). Severance Benefits benefits subject to this Section 7(d) 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 the regulations thereunder. (e) To the extent severance benefits are not exempt from Section 409A pursuant to Sections 3.2(aSection 7(b), (b7(c) or (c7(d) above, and to the extent the Officer Executive is a “"specified employee” " (as defined below), payments due to the Officer Executive under Section 3 6 shall begin no sooner than six (6) months after the Officer’s separation Executive's severance from service with the Company employment (other than for deathDeath); provided, however, that any payments not made during the six (6) month period described in this Section 3.2(d7(e) due to the six (6) -month delay period required under Treasury Regulation Section 1.409A-3(i)(2) shall be made in a single lump sum as soon as administratively practicable after the expiration of such six (6) month period period, with interest thereon computed at the rate set forth in Section 17 hereof, and the balance of all other payments required under this Agreement shall be made as otherwise scheduled in this Agreement. Notwithstanding anything herein . (f) For purposes of this Section 7, any reference to the contrary, and subject to Code Section 409A, to the extent the following rules should apply to the Officer in connection with severance of employment or termination of employment shall mean a payment made hereunder, such payment shall not be made or commence as a result of the Officer’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” ("separation from service" as defined in Code Treasury Reg. Section 409A(a)(2)(B1.409A-1(h)) during the entire twelve (12) month period 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 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 (and the new key employee list shall be updated and effective each subsequent April 1). (e) For purposes of this Agreement, the term “"specified employee” " shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether the Officer Executive is a “"specified employee” " shall be made by the Company Employer in good faith applying the applicable Treasury regulations. (g) Notwithstanding anything to the contrary set forth in this Agreement, and in addition to any tax gross-up payments to which Executive may be entitled under any other agreement between Executive and Company, if any of the amounts payable to Executive hereunder are or become subject to excise or other tax liability (including interest and penalties) that may be assessed by the IRS pursuant to Section 409A or any other section of the Code and imposed upon Executive, the Company shall reimburse and gross-up Executive in an amount sufficient so that such payments and benefits received by Executive hereunder will be so received without reduction for any such taxes, interest or penalties. Such gross-up payment shall be made promptly after the assessment of such excise or other tax liability (including interest and penalties); however, in any event, such gross-up payment shall be made no later than the end of Executive's taxable year next following his taxable year in which the related taxes, interest or penalties are remitted.

Internal Revenue Code Section 409A. This Agreement is intended to comply with the American Jobs Creation Act For purposes of 2004, Code Section 409A, the regulations and related guidance. other guidance thereunder and any state law of similar effect (a) 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 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 this AgreementTreasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, any Severance Benefits 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 (i15th) within 2-½ months 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 taxable first tax year containing the Officer’s separation from service with the Companyin which your Involuntary Termination occurs, or (ii) within 2-½ months of the Officer’s taxable year containing the separation from service from employment by the Company shall be exempt from the requirements of as provided in Treasury Regulation Section 409A of the Code, and shall be paid in accordance with this Article 31.409A-1(b)(4). 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 the regulations thereunder. (b) To the extent Severance Benefits that any COBRA payment premiums set forth in Section 4(b) or 4(c) above or any other reimbursements or in-kind benefits under this Agreement or otherwise are not exempt from Section 409A under Section 3.2(a409A, then (i) the 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 made on or before the earlier of the last day of the calendar year following the calendar year in which such 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 exchange for another benefit. Notwithstanding the above, if any Severance Benefits of the severance pay provided in connection with your Involuntary Termination does not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) or Treasury Regulation Section 1.409A-1(b)(4) or any other applicable exemption and you are deemed by the Company at the time of your Involuntary Termination to be a “specified employee,” 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 in during the first six (6) months following after your Involuntary Termination shall be paid in a lump sum on the Officer’s separation from service with the Company that are equal to or less than the lesser first (1st) business day of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1seventh (7th) and (2) shall be exempt from Section 409A and shall month after your Involuntary Termination, with any remaining severance pay to be paid in accordance with this Article 3. Severance Benefits subject to this the schedule set forth in Section 3.2(b) 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 the regulations thereunder. (c) To the extent Severance Benefits are not exempt from Section 409A under Sections 3.2(a4(b) or (b4(c) above, any Severance Benefits paid equal as applicable. Such deferral shall only be effected to or less than the applicable dollar amount extent 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 402(g)(1)(B409A(a)(1)(B) of the Code for in 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. Severance Benefits subject to this Section 3.2(c) 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 the regulations thereunder. (d) To the extent Severance Benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (b) or (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 made in a single lump sum as soon as administratively practicable after the expiration absence of such six (6) month period and the balance of all other payments required under this Agreement shall be made as otherwise scheduled in this Agreement. Notwithstanding anything herein to the contrary, and subject to Code Section 409A, to the extent the following rules should apply to the Officer in connection with a payment made hereunder, such payment shall not be made or commence as a result of the Officer’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 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 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 (and the new key employee list shall be updated and effective each subsequent April 1)deferral. (e) For purposes of this Agreement, the term “specified employee” shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether 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. 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, any Severance Benefits paid (i) within 2-½ months of the end of the Company’s taxable year containing the OfficerExecutive’s separation from service with the Company, or (ii) within 2-½ months of the OfficerExecutive’s taxable year containing the separation from service from employment by the Company shall be 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 the regulations thereunder. (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 OfficerExecutive’s separation from service with the Company that are equal to or less than the lesser of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and (2) shall be exempt from Section 409A and shall be paid in accordance with this Article 3. Severance Benefits subject to this Section 3.2(b) 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 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 applicable dollar amount under Section 402(g)(1)(B) of the 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. Severance Benefits subject to this Section 3.2(c) 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 the regulations thereunder. (d) To the extent Severance Benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (b) or (c) above, and to the extent the Officer Executive is a “specified employee” (as defined below), payments due to the Officer Executive under Section 3 shall begin no sooner than six (6) months after the OfficerExecutive’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 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 made as otherwise scheduled in this Agreement. Notwithstanding anything herein to the contrary, and subject to Code Section 409A, to the extent the following rules should apply to the Officer Executive in connection with a payment made hereunder, such payment shall not be made or commence as a result of the OfficerExecutive’s Effective Date of Termination if the Officer Executive is a key employee (as set forth below) before the date that is not less than six (6) months after the OfficerExecutive’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 determined by the Company ending with the annual date upon which key employees are identified by the Company, and also includes any Officer executive identified by the Company in good faith with respect to any distribution as belonging to the group of identified key employees, to a maximum of 200 such key employees, regardless of whether such Officer Executive 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 (and the new key employee list shall be updated and effective each subsequent April 1). (e) For purposes of this Agreement, the term “specified employee” shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether the Officer Executive is a “specified employee” shall be made by the Company in good faith applying the applicable Treasury regulations.

Internal Revenue Code Section 409A. This Agreement is intended The parties hereto intend that all payments and benefits to comply 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 the American Jobs Creation Act all applicable requirements of 2004, Code Section 409A409A (as defined in clause (f) below), and related guidancethe provisions of this Agreement 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) Notwithstanding anything All payments to be made to the contrary set forth in this AgreementExecutive hereunder or under any Plan, any Severance Benefits paid (i) within 2-½ months to the extent they constitute a deferral 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 exempt from compensation subject to the requirements of Section 409A of the Code(after taking into account all exclusions applicable to such payments under Section 409A), shall be made no later, and shall not be paid made any earlier, than at the time or times specified herein or in accordance with this Article 3. Severance Benefits subject to this Section 3.2(a) shall be treated and shall be deemed any Plan for such payments to be an entitlement to a separate payment within the meaning of made, except as otherwise permitted or required under Section 409A of the Code and the regulations thereunder.409A. (b) To The date of the extent Severance Benefits are not exempt Executive’s “separation from service”, as defined in Section 409A under Section 3.2(a) above(and as determined by applying the default presumptions in Treas. Reg. §1.409A-1(h)(1)(ii)), any Severance Benefits paid in the first six (6) months following the Officer’s separation from service with the Company that are equal to or less than the lesser of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and (2) shall be exempt from Section 409A and shall be paid in accordance with this Article 3. Severance Benefits subject to this Section 3.2(b) 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 shall be deemed under any Plan upon her termination of employment and that is properly treated as a deferral of compensation subject to be an entitlement to a separate payment within the meaning of Section 409A of the Code and the regulations thereunderafter taking into account all exclusions applicable to such payment under Section 409A . (c) To the extent Severance Benefits are not exempt from Section 409A any payment or delivery otherwise required to be made to the Executive hereunder or under Sections 3.2(a) or (b) above, any Severance Benefits paid equal to or less than the applicable dollar amount under Section 402(g)(1)(B) Plan on account of the Code for the year of her separation from service with the Company shall be exempt from is properly treated as a deferral of compensation subject to Section 409A in accordance with Treasury Regulation after taking into account all exclusions applicable to such payment and delivery under Section 1.409A-1(b)(9)(v)(D) and shall be paid in accordance with this Article 3. Severance Benefits subject to this Section 3.2(c) 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 the regulations thereunder. (d) To the extent Severance Benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (b) or (c) above409A, and to if the extent the Officer Executive is a “specified employee” (as defined below), payments due to the Officer under Section 3 shall begin no sooner than six (6) months after 409A at 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 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 made as otherwise scheduled in this Agreement. Notwithstanding anything herein to the contrary, and subject to Code Section 409A, to the extent the following rules should apply to the Officer in connection with a payment made hereunder, such payment shall not be made or commence as a result of the Officer’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 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 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 (and the new key employee list shall be updated and effective each subsequent April 1). (e) For purposes of this Agreement, the term “specified employee” shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether the Officer is a “specified employee” shall be made by the Company in good faith applying the applicable Treasury regulations.time of

Internal Revenue Code Section 409A. 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 Sections 6(b)(i) through (ix) or elsewhere in this Agreement, any Severance Benefits paid (i) within 2-½ months Executive's entitlement to a series 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 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) installments payments shall be treated and shall be deemed to be an entitlement to a series of separate payment payments within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations thereunder. (b) To Any severance benefits paid within the extent Severance Benefits are not exempt from Section 409A under Section 3.2(alater of (i) above, any Severance Benefits paid in the first six (6) 2-1/2 months following the Officer’s separation from service with the Company that are equal to or less than the lesser of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1end of the Company's taxable year containing the Executive's severance from employment, or (ii) and (2) -1/2 months of the end of the Executive's taxable year containing the severance from employment shall be exempt from Section 409A and shall be paid in accordance with this Article 3Section 6(b). Severance Benefits benefits subject to this Section 3.2(b7(b) 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 the regulations thereunder. (c) To the extent Severance Benefits severance benefits are not exempt from Section 409A under Sections 3.2(a) or (bSection 7(b) above, any Severance Benefits benefits paid in the first 6 months following the Executive's severance from employment that are equal to or less than the applicable dollar amount under Section 402(g)(1)(B) lesser of the Code for the year of separation from service with the Company amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and (2) 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 3Section 6(b). Severance Benefits benefits subject to this Section 3.2(c7(c) 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 the regulations thereunder. (d) To the extent severance benefits are not exempt from Section 409A under Section 7(b) or 7(c) above, any benefits paid equal to or less than the applicable dollar amount under Section 402(g)(1)(B) of the Code for the year of severance from employment shall be exempt from Section 409A in ▇▇. ▇▇▇▇ ▇. Patel Hartmarx Corporation November 26, 2007 accordance with Treasury Regulation Section 1.409A-1(b)(9)(v)(D) and shall be paid in accordance with Section 6(b). Severance Benefits benefits subject to this Section 7(d) 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 the regulations thereunder. (e) To the extent severance benefits are not exempt from Section 409A pursuant to Sections 3.2(aSection 7(b), (b7(c) or (c7(d) above, and to the extent the Officer Executive is a “"specified employee” " (as defined below), payments due to the Officer Executive under Section 3 6 shall begin no sooner than six (6) months after the Officer’s separation Executive's severance from service with the Company employment (other than for deathDeath); provided, however, that any payments not made during the six (6) month period described in this Section 3.2(d7(e) due to the six (6) -month delay period required under Treasury Regulation Section 1.409A-3(i)(2) shall be made in a single lump sum as soon as administratively practicable after the expiration of such six (6) month period period, with interest thereon computed at the rate set forth in Section 17 hereof, and the balance of all other payments required under this Agreement shall be made as otherwise scheduled in this Agreement. Notwithstanding anything herein . (f) For purposes of this Section 7, any reference to the contrary, and subject to Code Section 409A, to the extent the following rules should apply to the Officer in connection with severance of employment or termination of employment shall mean a payment made hereunder, such payment shall not be made or commence as a result of the Officer’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” ("separation from service" as defined in Code Treasury Reg. Section 409A(a)(2)(B1.409A-1(h)) during the entire twelve (12) month period 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 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 (and the new key employee list shall be updated and effective each subsequent April 1). (e) For purposes of this Agreement, the term “"specified employee” " shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether the Officer Executive is a “"specified employee” " shall be made by the Company Employer in good faith applying the applicable Treasury regulations. (g) Notwithstanding anything to the contrary set forth in this Agreement, and in addition to any tax gross-up payments to which Executive may be entitled under any other agreement between Executive and Company, if any of the amounts payable to Executive hereunder are or become subject to excise or other tax liability (including interest and penalties) that may be assessed by the IRS pursuant to Section 409A or any other section of the Code and imposed upon Executive, the Company shall reimburse and gross-up Executive in an amount sufficient so that such payments and benefits received by Executive hereunder will be so received without reduction for any such taxes, interest or penalties. Such gross-up payment shall be made promptly after the assessment of such excise or other tax liability (including interest and ▇▇. ▇▇▇▇ ▇. Patel Hartmarx Corporation November 26, 2007 penalties); however, in any event, such gross-up payment shall be made no later than the end of Executive's taxable year next following his taxable year in which the related taxes, interest or penalties are remitted." 8. Sections 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21, are hereby re-designated as Sections 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22, respectively, and all references thereto shall be references to the re-designated Section numbers. 9. Section 18 is amended to provide as follows:

Internal Revenue Code Section 409A. This Agreement is intended to comply with the American Jobs Creation Act For purposes of 2004, Internal Revenue Code Section 409A, the regulations and related guidance. other guidance thereunder and any state law of similar effect (a) 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 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 this AgreementTreasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, any Severance Benefits 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 (i15th) within 2-½ months 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 taxable first tax year containing the Officer’s separation from service with the Companyin which your Involuntary Termination occurs, or (ii) within 2-½ months of the Officer’s taxable year containing the separation from service from employment by the Company shall be exempt from the requirements of as provided in Treasury Regulation Section 409A of the Code1.409A-1(b)(4). ▇▇▇▇▇ Leproust October 21, 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 the regulations thereunder. (b) 2018 To the extent Severance Benefits that any COBRA payment premiums set forth in Section 4(b) or 4(c) above or any other reimbursements or in-kind benefits under this Agreement or otherwise are not exempt from Section 409A under Section 3.2(a409A, then (i) the 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 made on or before the earlier of the last day of the calendar year following the calendar year in which such 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 exchange for another benefit. Notwithstanding the above, if any Severance Benefits of the severance pay provided in connection with your Involuntary Termination does not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) or Treasury Regulation Section 1.409A-1(b)(4) or any other applicable exemption and you are deemed by the Company at the time of your Involuntary Termination to be a “specified employee,” 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 in during the first six (6) months following after your Involuntary Termination shall be paid in a lump sum on the Officer’s separation from service with the Company that are equal to or less than the lesser first (1st) business day of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1seventh (7th) and (2) shall be exempt from Section 409A and shall month after your Involuntary Termination, with any remaining severance pay to be paid in accordance with this Article 3. Severance Benefits subject to this the schedule set forth in Section 3.2(b) 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 the regulations thereunder. (c) To the extent Severance Benefits are not exempt from Section 409A under Sections 3.2(a4(b) or (b4(c) above, any Severance Benefits paid equal as applicable. Such deferral shall only be effected to or less than the applicable dollar amount extent 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 402(g)(1)(B409A(a)(1)(B) of the Code for in 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. Severance Benefits subject to this Section 3.2(c) 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 the regulations thereunder. (d) To the extent Severance Benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (b) or (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 made in a single lump sum as soon as administratively practicable after the expiration absence of such six (6) month period and the balance of all other payments required under this Agreement shall be made as otherwise scheduled in this Agreement. Notwithstanding anything herein to the contrary, and subject to Code Section 409A, to the extent the following rules should apply to the Officer in connection with a payment made hereunder, such payment shall not be made or commence as a result of the Officer’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 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 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 (and the new key employee list shall be updated and effective each subsequent April 1)deferral. (e) For purposes of this Agreement, the term “specified employee” shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether 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. This Agreement is intended to comply with the American Jobs Creation Act For purposes of 2004, Code Section 409A, the regulations and related guidance. other guidance thereunder and any state law of similar effect (a) 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 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 this AgreementTreasury Regulation Section 1.409A- 1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, any Severance Benefits 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 (i15th) within 2-½ months 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 taxable first tax year containing the Officer’s separation from service with the Companyin which your Involuntary Termination occurs, or (ii) within 2-½ months of the Officer’s taxable year containing the separation from service from employment by the Company shall be exempt from the requirements of as provided in Treasury Regulation Section 409A of the Code, and shall be paid in accordance with this Article 31.409A-1(b)(4). 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 the regulations thereunder. (b) To the extent Severance Benefits that any COBRA payment premiums set forth in Section 4(b) or 4(c) above or any other reimbursements or in-kind benefits under this Agreement or otherwise are not exempt from ▇▇▇▇▇▇▇ ▇▇▇▇ October 26, 2022 Section 409A, then (i) the 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 made on or before the earlier of the last day of the calendar year following the calendar year in which such 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 exchange for another benefit. Notwithstanding the above, if any of the severance pay provided in connection with your Involuntary Termination does not qualify for any reason to be exempt from Section 409A under pursuant to Treasury Regulation Section 3.2(a1.409A-1(b)(9)(iii) aboveor Treasury Regulation Section 1.409A-1(b)(4) or any other applicable exemption and you are deemed by the Company at the time of your Involuntary Termination to be a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), any Severance Benefits 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 in during the first six (6) months following after your Involuntary Termination shall be paid in a lump sum on the Officer’s separation from service with the Company that are equal to or less than the lesser first (1st) business day of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1seventh (7th) and (2) shall be exempt from Section 409A and shall month after your Involuntary Termination, with any remaining severance pay to be paid in accordance with this Article 3. Severance Benefits subject to this the schedule set forth in Section 3.2(b) 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 the regulations thereunder. (c) To the extent Severance Benefits are not exempt from Section 409A under Sections 3.2(a4(b) or (b4(c) above, any Severance Benefits paid equal as applicable. Such deferral shall only be effected to or less than the applicable dollar amount extent 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 402(g)(1)(B409A(a)(1)(B) of the Code for in 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. Severance Benefits subject to this Section 3.2(c) 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 the regulations thereunder. (d) To the extent Severance Benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (b) or (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 made in a single lump sum as soon as administratively practicable after the expiration absence of such six (6) month period and the balance of all other payments required under this Agreement shall be made as otherwise scheduled in this Agreement. Notwithstanding anything herein to the contrary, and subject to Code Section 409A, to the extent the following rules should apply to the Officer in connection with a payment made hereunder, such payment shall not be made or commence as a result of the Officer’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 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 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 (and the new key employee list shall be updated and effective each subsequent April 1)deferral. (e) For purposes of this Agreement, the term “specified employee” shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether 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. This Agreement is intended to comply with the American Jobs Creation Act For purposes of 2004, Code Section 409A, the regulations and related guidance. other guidance thereunder and any state law of similar effect (a) 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 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 this AgreementTreasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, any Severance Benefits 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 (i15th) within 2-½ months 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 taxable first tax year containing the Officer’s separation from service with the Companyin which your Involuntary Termination occurs, or (ii) within 2-½ months of the Officer’s taxable year containing the separation from service from employment by the Company shall be exempt from the requirements of as provided in Treasury Regulation Section 409A of the Code, and shall be paid in accordance with this Article 31.409A-1(b)(4). 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 the regulations thereunder. (b) To the extent Severance Benefits that any COBRA payment premiums set forth in Section 4(b) or 4(c) above or any other reimbursements or in-kind benefits under this Agreement or otherwise are not exempt from Section 409A under Section 3.2(a409A, then (i) the 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 made on or before the earlier of the last day of the calendar year following the calendar year in which such 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 exchange for another benefit. Notwithstanding the above, if any Severance Benefits of the severance pay provided in connection with your Involuntary Termination does not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) or Treasury Regulation Section 1.409A- 1(b)(4) or any other applicable exemption and you are deemed by the Company at the time of your Involuntary Termination to be a “specified employee,” 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 in during the first six (6) months following after your Involuntary Termination shall be paid in a lump sum on the Officer’s separation from service with the Company that are equal to or less than the lesser first (1st) business day of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1seventh (7th) and (2) shall be exempt from Section 409A and shall month after your Involuntary Termination, with any remaining severance pay to be paid in accordance with this Article 3. Severance Benefits subject to this the schedule set forth in Section 3.2(b) 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 the regulations thereunder. (c) To the extent Severance Benefits are not exempt from Section 409A under Sections 3.2(a4(b) or (b4(c) above, any Severance Benefits paid equal as applicable. Such deferral shall only be effected to or less than the applicable dollar amount extent 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 402(g)(1)(B409A(a)(1)(B) of the Code for in 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. Severance Benefits subject to this Section 3.2(c) 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 the regulations thereunder. (d) To the extent Severance Benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (b) or (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 made in a single lump sum as soon as administratively practicable after the expiration absence of such six (6) month period and the balance of all other payments required under this Agreement shall be made as otherwise scheduled in this Agreementdeferral. Notwithstanding anything herein to the contrary▇▇▇▇ ▇▇▇▇▇▇▇ December 18, and subject to Code Section 409A, to the extent the following rules should apply to the Officer in connection with a payment made hereunder, such payment shall not be made or commence as a result of the Officer’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 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 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 (and the new key employee list shall be updated and effective each subsequent April 1). (e) For purposes of this Agreement, the term “specified employee” shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether the Officer is a “specified employee” shall be made by the Company in good faith applying the applicable Treasury regulations.2023

Internal Revenue Code Section 409A. 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 Sections 6(b)(i) through (viii) or elsewhere in this Agreement, any Severance Benefits paid (i) within 2-½ months Executive's entitlement to a series 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 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) installments payments shall be treated and shall be deemed to be an entitlement to a series of separate payment payments within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations thereunder. (b) To Any severance benefits paid within the extent Severance Benefits are not exempt from Section 409A under Section 3.2(alater of (i) above, any Severance Benefits paid in the first six (6) 2-1/2 months following the Officer’s separation from service with the Company that are equal to or less than the lesser of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1end of the Company's taxable year containing the Executive's severance ▇▇. ▇▇▇▇ ▇. Patel Hartmarx Corporation November 26, 2007 from employment, or (ii) and (2) -1/2 months of the end of the Executive's taxable year containing the severance from employment shall be exempt from Section 409A and shall be paid in accordance with this Article 3Section 6(b). Severance Benefits benefits subject to this Section 3.2(b7(b) 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 the regulations thereunder. (c) To the extent Severance Benefits severance benefits are not exempt from Section 409A under Sections 3.2(a) or (bSection 7(b) above, any Severance Benefits benefits paid in the first 6 months following the Executive's severance from employment that are equal to or less than the applicable dollar amount under Section 402(g)(1)(B) lesser of the Code for the year of separation from service with the Company amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and (2) 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 3Section 6(b). Severance Benefits benefits subject to this Section 3.2(c7(c) 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 the regulations thereunder. (d) To the extent severance benefits are not exempt from Section 409A under Section 7(b) or 7(c) above, any benefits paid equal to or less than the applicable dollar amount under Section 402(g)(1)(B) of the Code for the year of severance from employment 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 Section 6(b). Severance Benefits benefits subject to this Section 7(d) 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 the regulations thereunder. (e) To the extent severance benefits are not exempt from Section 409A pursuant to Sections 3.2(aSection 7(b), (b7(c) or (c7(d) above, and to the extent the Officer Executive is a “"specified employee” " (as defined below), payments due to the Officer Executive under Section 3 6 shall begin no sooner than six (6) months after the Officer’s separation Executive's severance from service with the Company employment (other than for deathDeath); provided, however, that any payments not made during the six (6) month period described in this Section 3.2(d7(e) due to the six (6) -month delay period required under Treasury Regulation Section 1.409A-3(i)(2) shall be made in a single lump sum as soon as administratively practicable after the expiration of such six (6) month period period, with interest thereon computed at the rate set forth in Section ▇▇. ▇▇▇▇ ▇. Patel Hartmarx Corporation November 26, 2007 18 hereof, and the balance of all other payments required under this Agreement shall be made as otherwise scheduled in this Agreement. Notwithstanding anything herein . (f) For purposes of this Section 7, any reference to the contrary, and subject to Code Section 409A, to the extent the following rules should apply to the Officer in connection with severance of employment or termination of employment shall mean a payment made hereunder, such payment shall not be made or commence as a result of the Officer’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” ("separation from service" as defined in Code Treasury Reg. Section 409A(a)(2)(B1.409A-1(h)) during the entire twelve (12) month period 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 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 (and the new key employee list shall be updated and effective each subsequent April 1). (e) For purposes of this Agreement, the term “"specified employee” " shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether the Officer Executive is a “"specified employee” " shall be made by the Company Employer in good faith applying the applicable Treasury regulations. (g) Notwithstanding anything to the contrary set forth in this Agreement, and in addition to any tax gross-up payments to which Executive may be entitled under any other agreement between Executive and Company, if any of the amounts payable to Executive hereunder are or become subject to excise or other tax liability (including interest and penalties) that may be assessed by the IRS pursuant to Section 409A or any other section of the Code and imposed upon Executive, the Company shall reimburse and gross-up Executive in an amount sufficient so that such payments and benefits received by Executive hereunder will be so received without reduction for any such taxes, interest or penalties. Such gross-up payment shall be made promptly after the assessment of such excise or other tax liability (including interest and penalties); however, in any event, such gross-up payment shall be made no later than the end of Executive's taxable year next following his taxable year in which the related taxes, interest or penalties are remitted." 6. Sections 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22 are hereby re-designated as Sections 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23, respectively, and all references thereto shall be references to the re-designated Section numbers. 7. Section 19 is amended to provide as follows: