Common use of Section 409A Compliance Clause in Contracts

Section 409A Compliance. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.

Section 409A Compliance. Notwithstanding anything Section 409A of the Code imposes an additional 20% tax, plus interest, on payments from “non-qualified deferred compensation plans.” Certain payments under this Grant Agreement could be considered to be payments under a “non-qualified deferred compensation plan.” The additional 20% tax and interest do not apply if the payment qualifies for an exception to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance requirements of Section 409A or complies with the requirements of Section 409A. The Company believes, but does not and cannot warrant or guaranty, that the payments due pursuant to this Grant Agreement qualify for the short-term deferral exception to Section 409A as set forth in Treasury Regulation Section 1.409A-3(i)(1)(iv1.409A-1(b)(4), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Grant Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made the Company determines that neither the short-term deferral exception nor any other exception to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything Section 409A applies to the contrary in payments due pursuant to this Grant Agreement, to the maximum extent permitted by applicable lawany payments are due on the Grantee’s termination of employment, amounts payable to Executive pursuant to the severance pay provisions term “termination of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt employment” shall mean “separation from treatment service” as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under defined in Treasury Regulation Section 1.409A-1(b)(9) 1.409A-1(h). In addition, if Grantee is a “specified employee” (separation pay plans) or as defined in Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals1.409A-1(i). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) payments due pursuant to this Grant Agreement are payable under this Agreement by reason of Executiveon the Grantee’s “separation from service, ,” then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service such payments shall be delayed until the earlier of (i) paid on the first business day which is at least six (6) months and one (1) day following the date expiration of such the six month period following the Grantee’s “separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment .” This Grant Agreement shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code operated in compliance with Section 409A be treated as a series or an exception thereto and each provision of separate payments and not as a single payment. If any amount otherwise payable under this Grant Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within interpreted, to the meaning of Code extent possible, to comply with Section 409A) from 409A or to qualify for an applicable exception. The Grantee remains solely responsible for any adverse tax consequences imposed upon the Company and each employer treated as a single employer with the Company, as determined above.Grantee by Section 409A.

Section 409A Compliance. Notwithstanding anything to Premier and Executive intend that any amounts payable hereunder that could constitute “deferred compensation” within the contrary in this Agreementmeaning of Section 409A of the Code (“Section 409A”), in-kind benefits and reimbursements provided under will be compliant with Section 409A. If Premier shall determine that any provision of this Agreement shall be provided in accordance does not comply with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv)409A, such that any in-kind benefits and reimbursements provided under this Premier may amend the Agreement during any calendar year to the extent necessary (including retroactively) in order to comply with Section 409A (which amendment shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for reduce the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant under this Agreement). Premier shall also have the discretionary authority to take such other actions to correct any failures to comply in operation with the requirements of Section 409A. Such authority shall include the power to adjust the timing or other details relating to the severance pay provisions awards and/or payments described in this Agreement (but not the amounts payable to Executive under this Agreement) if Premier determines that such adjustments are necessary in order to comply with or become exempt from the requirements of Section 6 of 409A. Notwithstanding the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A foregoing, to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9that this Agreement or any payment or benefit (or portion thereof) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from serviceor the plans referenced herein shall be deemed not to comply with Section 409A, then payment Premier and its Related Companies, the Board and Compensation Committee, and Premier, Inc. and its Related Companies’ shareholders, owners, board members, officers, employees, and their designees and agents shall not be liable to Executive in any way. However, if and to the extent Executive incurs any Section 409A related excise taxes, penalties or interest charges as a result of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive Company’s separation from service shall be delayed until the earlier breach of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement not otherwise consented to by reason of a termination of employment from the Company is treated as nonqualified deferred compensation Executive in writing (within the meaning of Code Section 409Ae.g., with respect to payment timing), then instead Premier shall reimburse Executive in full for the amount of making such payment upon occurrence of excise taxes, penalties and interest charges so that Executive is restored to the termination of employment, such payment shall be made at such time as same position in which Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined abovewould have been had Premier’s breach not occurred.

Section 409A Compliance. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement above and the parachute payment provisions of Section 11(a) of the Employment Agreement above are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ “specified employee employee” (as determined by the Company Playa Management in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company Playa Management and each employer treated as a single employer with the Company Playa Management under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive Executive’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company Playa Management is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company Playa Management and each employer treated as a single employer with the CompanyPlaya Management, as determined above.

Section 409A Compliance. Notwithstanding anything contained herein to the contrary contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this AgreementAgreement to the contrary, in-kind benefits if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements provided under pursuant to this Agreement shall be provided made in accordance with the requirements of Treasury Regulation Section §1.409A-3(i)(1)(iv), ) such that any in-kind benefits and the reimbursements provided will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under this Agreement Sections 4(b)(v) or as part of the Welfare Benefit Continuation during any calendar the Executive’s taxable year shall may not affect in-kind benefits or reimbursements to be provided the amounts reimbursed in any other calendar yeartaxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), other than an arrangement providing for the reimbursement of medical expenses referred to an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in Code Section 105(b)which the expense was incurred, and any in-kind benefits and reimbursements shall the right to reimbursement is not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive andno compensation or benefits, if timely submittedincluding without limitation any severance payments or benefits, reimbursement payments shall be promptly made paid to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed until as a result of the earlier of (i) previous sentence, then on the first business day which is at least six (6) months and one (1) day following the date end of such separation from servicesix-month period, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment Company shall be increased for delayed payment based on pay Executive a crediting rate of lump-sum amount equal to the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) cumulative amount that would have otherwise been made) from payable to Executive during such six-month period, plus interest at the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined abovethen-applicable prime rate.

Section 409A Compliance. Notwithstanding anything This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Internal Revenue Code (“Section 409A”). The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to the contrary in Employee under this Agreement. For purposes of Section 409A, in-kind benefits and reimbursements provided the right to a series of installment payments under this Agreement shall be provided in accordance with the requirements treated as a right to a series of Treasury Regulation Section 1.409A-3(i)(1)(iv)separate payments. With respect to any reimbursement of expenses of, such that or any provision of in-kind benefits and reimbursements provided to, the Employee, as specified under this Agreement during any calendar Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits or reimbursements to be provided in any other calendar taxable year, other than an except for any medical reimbursement arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), ) of the Internal Revenue Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and any (3) the right to reimbursement or in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything No amount payable pursuant to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments Agreement which constitutes a “deferral of compensation” subject to Section 409A shall be promptly made to Executive following such submission, but in no event later than December 31st paid unless and until the Employee first incurs a “separation from service” for purposes of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this AgreementSection 409A. Further, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to that the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive Employee is treated as a “ “specified employee employee” (as determined by the Company defined in its discretion in accordance with applicable regulations under Code Section 409A) at as of the time date of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of ExecutiveEmployee’s separation from service, then payment no amount that constitutes a deferral of the amounts so treated as nonqualified deferred compensation which would otherwise be is payable during the six (6)-month period following Executive on account of Employee’s separation from service shall be delayed until paid to Employee before the earlier of date (ithe “Delayed Payment Date”) the first business day which is at least six (6) months and one (1) first day following of the seventh month after the date of Employee’s separation from service or, if earlier, the date of Employee’s death following such separation from service. All such amounts that would, (ii) but for this Section, become payable prior to the death of ExecutiveDelayed Payment Date will be accumulated and paid on the Delayed Payment Date. This Amendment does not delete, terminate or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate replace any provision of the applicable federal short-term rate under Code Section 1274(d) (Agreement except as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined abovespecifically provided herein.

Section 409A Compliance. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement above and the parachute payment provisions of Section 11(a) of the Employment Agreement above are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ “specified employee employee” (as determined by the Company Flora Management in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company Flora Management and each employer treated as a single employer with the Company Flora Management under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive Executive’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company Flora Management is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company Flora Management and each employer treated as a single employer with the CompanyFlora Management, as determined above.

Section 409A Compliance. Notwithstanding anything This Agreement is intended not to result in the contrary imposition of any tax, interest charge or other assessment, penalty or addition under Section 409A of the Code. In addition to any specific references to Section 409A of the Code in this Agreement, all terms and conditions of this Agreement are intended, and shall be interpreted and applied to the greatest extent possible in such manner as may be necessary, to comply with the provisions of Section 409A of the Code and any rules, regulations or other regulatory guidance issued under Section 409A of the Code. If any modification of this Agreement is necessary to comply with the provisions of Section 409A of the Code, and the making of such modification itself does not fail to comply with any requirement of Section 409A of the Code, then the Company and the Employee agree to modify this Agreement in the least restrictive manner necessary to accomplish such result without causing any diminution in the value of the payments to the Employee. With respect to any reimbursement of expenses of, or any provision of in-kind benefits and reimbursements provided to, the Employee, as specified under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv)Agreement, such that any reimbursement of expenses or provision of in-kind benefits and reimbursements shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided under this Agreement during any calendar in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits or reimbursements to be provided in any other calendar taxable year, other than an except for any medical reimbursement arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), ) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and any (3) the right to reimbursement or in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this AgreementThe preceding provisions, reimbursement requests must however, shall not be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated construed as a “ specified employee ” (as determined guarantee by the Company in its discretion in accordance with applicable regulations of any particular tax effect to Employee under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the this Agreement. The Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall not be used instead of “at least 80 percent”) and if liable to Employee for any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable payment made under this Agreement by reason of Executive’s separation from servicethat is determined to result in an additional tax, then payment penalty, or interest under Section 409A of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from serviceCode, (ii) the death of Executive, or (iii) such earlier date on which nor for reporting in good faith any payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code an amount includible in gross income under Section 409A), then instead of making such payment upon occurrence 409A of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined aboveCode.

Section 409A Compliance. Notwithstanding anything in this Agreement or any other agreements between the REIT or the Company, and the Executive (“Other Agreements”) to the contrary in this Agreementcontrary, in-kind benefits and reimbursements provided if, based on Internal Revenue Service guidance available as of the date the payment or provision of any amount or other benefit is required to be made under this Agreement (including, but no limited to, any payment, accelerated vesting, benefit continuation right or Gross-Up Amount under Section 6 hereof) or under any Other Agreements, the REIT reasonably determines that the payment or provision of such amount or other benefit at such specified time may potentially subject the Executive to “additional tax” and “interest” under Section 409A(a)(1)(B) of the Code (together with any interest or penalties imposed with respect to, or in connection with, such tax, a “409A Tax”), because the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code or otherwise, and if payment of such amount or provision of such benefit at a later date would likely avoid any such 409A Tax, then the payment or provision thereof shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything postponed to the contrary in this Agreement, reimbursement requests must earliest business day on which the REIT reasonably determines such amount or benefit can be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following paid or provided without incurring any such submission409A Tax, but in no event later than December 31st the first business day after the six-month anniversary of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the Executive’s severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Section 409A(a)(2) of the Code Section 409A) (the “Delayed Payment Date”). In the event a benefit is to be provided during the period commencing on the Executive’s separation from service and ending on the Company Delayed Payment Date and each employer the provision of such benefit during that period would be treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts payment of nonqualified deferred compensation (within in violation of Section 409A(a)(2)(B)(i) of the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from serviceCode, then continuation of such benefit during that period shall be conditioned on payment by the Executive of the amounts so treated full premium or other cost of coverage and as nonqualified deferred compensation which would otherwise be payable during of the six (6)-month period following Delayed Payment Date the REIT shall reimburse the Executive ’s separation from service shall be delayed until for the earlier premiums or other cost of (i) coverage paid by the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased but for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) this paragraph would have otherwise been made) from paid by the date payment(s) would have otherwise been made without regard to this provision REIT. The REIT and the date payment is actually made. Any series Executive may agree to take other actions to avoid the imposition of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made Tax at such time and in such manner as permitted under Section 409A. The REIT shall have no liability to the Executive has in the event that Executive shall be liable for a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above409A Tax.

Section 409A Compliance. Notwithstanding anything to The parties intend that all provisions of this Agreement shall either be exempt from or comply with the contrary in requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). For purposes of this Agreement, in-kind benefits “termination,” “termination date” and reimbursements “terminate” when used in the context of termination of employment shall mean a “separation from service” with the Company and its affiliates (i.e., generally an entity 50% or more of which is owned or controlled by the Company), as such term is defined in Treasury Regulation Section 1.409A-1(h) (provided, that the reasonably anticipated reduced level of bona fide services, if any, to be performed by Executive after such separation from service shall be less than 50 percent of the average level of bona fide services provided under to the Company and its affiliates by Executive in the immediately preceding 36 month period). Nothing in this Agreement shall be provided interpreted to permit accelerated payment or further deferral of nonqualified deferred compensation, as defined in accordance with Section 409A, or any other payment or further deferral in violation of the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that 409A. Executive does not have any in-kind benefits and reimbursements provided right to make any election regarding the time or form of payment due under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to Agreement. Expenses and reimbursement of expenses will be provided paid by the Company and/or the Bank consistent with their generally applicable policies, and in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in event no event later than December 31st the end of the calendar year following the calendar year in which the expense was expenses are incurred. In With respect to reimbursements that constitute taxable income to Executive, no event such reimbursements or expenses eligible for reimbursement in any calendar year shall Executive in any way affect the expenses eligible for reimbursement in any other calendar year and Executive’s right to reimbursement shall not be entitled subject to liquidation in exchange for any reimbursement payments after December 31st other benefit. No provision of this Agreement shall be operative to the extent that it will result in the imposition of the calendar year following additional tax described in Code Section 409A(a)(1)(B)(i)(II) and the calendar year in which parties agree to revise the expense was incurredAgreement as necessary to comply with Section 409A or an exemption therefrom and fulfill the purpose of the voided provision. Notwithstanding anything No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from Executive or any other individual to the contrary in Company or any of its respective affiliates, employees or agents. Except for the obligation of the Company and/or the Bank under Section 9 of this AgreementAgreement to reimburse Executive for certain tax payments he may be required to make resulting from his receipt of certain change of control payments from the Company and/or the Bank, to the maximum extent permitted by applicable law, amounts payable all taxes associated with payments made to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuityincluding any liability imposed under Section 409A, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement borne by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined aboveExecutive.

Section 409A Compliance. Notwithstanding anything to the contrary in this Agreement, in-kind It is intended that all benefits and reimbursements provided compensation payable pursuant to this Agreement are exempt from or, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the event that any provision of this Agreement is inconsistent with Code Section 409A or such guidance, then the applicable provisions of Code Section 409A shall supersede such inconsistent provision. In accordance with the foregoing, the Executive shall not have a legally binding right to any distribution made to Executive in error. Notwithstanding the foregoing, in no event will any of the Company, its parent, its or their respective subsidiaries, affiliates, or officers, directors, employees, or agents have any liability for failure of this Agreement to be exempt from or comply with Code Section 409A and none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Executive’s right to receive any payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a 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 within the sole discretion of the Company. A “termination of employment” under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation” under Code Section 409A, such reimbursement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st 31 of the calendar year following the calendar year in which the expense was incurred. In no event The amount of expenses reimbursed in one year shall Executive be entitled to not affect the amount eligible for reimbursement in any reimbursement payments after December 31st subsequent year. The amount of any in-kind benefits provided in one year shall not affect the calendar year following the calendar year amount of in-kind benefits provided in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined aboveyear.

Section 409A Compliance. Notwithstanding anything Section 409A of the Code imposes an additional 20% tax, plus interest, on payments from “non-qualified deferred compensation plans.” Certain payments under this Grant Agreement could be considered to be payments under a “non-qualified deferred compensation plan.” The additional 20% tax and interest do not apply if the payment qualifies for an exception to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance requirements of Section 409A or complies with the requirements of Section 409A. The Company believes, but does not and cannot warrant or guaranty, that the payments due pursuant to this Grant Agreement qualify for the short-term deferral exception to Section 409A of the Code as set forth in Treasury Regulation Section 1.409A-3(i)(1)(iv1.409A-1(b)(4), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Grant Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made the Company determines that neither the short-term deferral exception nor any other exception to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything Section 409A applies to the contrary in payments due pursuant to this Grant Agreement, to the maximum extent permitted by applicable lawany payments are due on the Grantee’s termination of employment, amounts payable to Executive pursuant to the severance pay provisions term “termination of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt employment” shall mean “separation from treatment service” as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under defined in Treasury Regulation Section 1.409A-1(b)(9) 1.409A-1(h). In addition, if the Grantee is a “specified employee” (separation pay plans) or as defined in Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals1.409A-1(i). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) payments due pursuant to this Grant Agreement are payable under this Agreement by reason of Executiveon the Grantee’s “separation from service, ,” then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service such payments shall be delayed until the earlier of (i) paid on the first business day which is at least six (6) months and one (1) day following the date expiration of such the six month period following the Grantee’s “separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment .” This Grant Agreement shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code operated in compliance with Section 409A be treated as a series or an exception thereto and each provision of separate payments and not as a single payment. If any amount otherwise payable under this Grant Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within interpreted, to the meaning of Code extent possible, to comply with Section 409A) from 409A or to qualify for an applicable exception. The Grantee remains solely responsible for any adverse tax consequences imposed upon the Company and each employer treated as a single employer with the Company, as determined above.Grantee by Section 409A.

Section 409A Compliance. Notwithstanding anything Unless otherwise expressly provided, any payment of compensation by the Company to the contrary Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the fifteenth (15th) day of the third (3rd) month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in this Agreementwhich the Executive’s right to such payment vests (i.e., in-kind benefits is not subject to a “substantial risk of forfeiture” for purposes of Section 409A). Each payment and reimbursements each installment of any bonus or severance payments provided for under this Agreement shall be provided in accordance treated as a separate payment for purposes of application of Section 409A. To the extent any amounts payable by the Company to the Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A) such payments are intended to comply with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv)409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and the Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. In the event that any the Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (a) the first (1st) day of the seventh (7th) complete calendar month following such termination of employment, or (b) the Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits and reimbursements subject to Section 409A provided under this Agreement during or, unless otherwise specified in writing, under any calendar year Company program or policy, shall not affect be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits or reimbursements to be provided in during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year, other than an arrangement providing for year following the reimbursement of medical expenses referred to year in Code Section 105(b)which the Executive incurs such expenses, and any the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, (iii) the right to reimbursement or in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to , and (iv) the contrary in this Agreement, reimbursement requests expenses must be timely submitted by incurred, or in-kind benefits provided, during the lifetime of the Executive, unless this Agreement or a Company program or policy provides a shorter period. The Executive and, if timely submitted, reimbursement payments shall be promptly made responsible for the payment of all taxes applicable to Executive following such submission, but in no event later than December 31st payments or benefits received from the Company. It is the intent of the calendar year following Company that the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment this Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code all other plans and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined programs sponsored by the Company be interpreted to comply in its discretion in accordance all respects with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from ; provided, however, the Company and each employer treated as a single employer with shall have no liability to the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which any successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be determined to be applicable to any payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of or benefit received by the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If Executive or any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined abovesuccessor or beneficiary thereof.

Section 409A Compliance. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement above and the parachute payment provisions of Section 11(a) of the Employment Agreement above are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ “specified employee employee” (as determined by the Company Playa Resorts in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company Playa Resorts and each employer treated as a single employer with the Company Playa Resorts under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive Executive’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company Playa Resorts is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company Playa Resorts and each employer treated as a single employer with the CompanyPlaya Resorts, as determined above.

Section 409A Compliance. Notwithstanding anything set forth in this Agreement to the contrary and only to the extent necessary to comply with the requirements of Code Section 409A, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the final Treasury Regulations issued pursuant to Code Section 409A shall be paid unless and until the Executive has incurred a termination of employment that qualifies as a “separation from service” within the meaning of Code Section 409A Regulations. Furthermore, to the extent that the Executive is a “specified employee” within the meaning of the Code Section 409A and only to the extent necessary to comply with the requirements of Code Section 409A, as of the date of the Executive’s separation from service, any amount that constitutes a deferral of compensation which is payable on account of the Executive’s separation from service shall instead be paid to the Executive on the date (the “Delayed Payment Date”) which is the first day of the seventh month after the date of the Executive’s separation from service or, if earlier, the date of the Executive’s death following such separation from service. All such amounts that would, but for this Section 18, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. The Company intends that payments or benefits provided to the Executive pursuant to this Agreement will not be subject to taxation under Code Section 409A. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code. However, the Company does not guarantee any particular tax effect for income received by the Executive pursuant to this Agreement. In any event, except for the Company’s obligations to (i) properly withhold applicable income and employment taxes from compensation paid or provided to the Executive, (ii) timely make Gross-Up Payments as specified under Section 11 of the Agreement, and (iii) determine in good faith the amounts and timing of payments of nonqualified deferred compensation amounts (if any) that are to be paid to Executive, the Company shall not be responsible for the payment of any applicable taxes that are imposed on Executive for compensation paid or provided to the Executive pursuant to this Agreement. Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits and reimbursements provided under pursuant to this Agreement shall be provided in accordance with subject to the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any following conditions: (1) the expenses eligible for reimbursement or in-kind benefits and reimbursements provided under this Agreement during any calendar in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits or reimbursements to be provided in any other calendar taxable year, other than an arrangement providing for ; (2) the reimbursement of medical eligible expenses referred to in Code Section 105(b), and any or in-kind benefits shall be made promptly, subject to the Company’s applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and reimbursements (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.

Section 409A Compliance. Notwithstanding anything Unless otherwise expressly provided, any payment of compensation by the Employer to the contrary Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the fifteenth (15th) day of the third (3rd) month (i.e., 22 months) after the later of the end of the calendar year or the Employer’s fiscal year in this Agreementwhich the Executive’s right to such payment vests (i.e., in-kind benefits is not subject to “substantial risk of forfeiture” for purposes of Section 409A). Each payment and reimbursements each installment of any bonus or severance payments provided for under this Agreement shall be provided in accordance treated as a separate payment for purposes of application of Section 409A. To the extent any amounts payable by the Employer to the Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A) such payments are intended to comply with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv)409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and the Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. In the event that any the Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Employer at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (a) the first (1st) day of the seventh (7th) complete calendar month following such termination of employment, or (b) the Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits and reimbursements subject to Section 409A provided under this Agreement during or, unless otherwise specified in writing, under any calendar year Employer program or policy, shall not affect be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits or reimbursements to be provided in during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year, other than an arrangement providing for year following the reimbursement of medical expenses referred to year in Code Section 105(b)which the Executive incurs such expenses, and any the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Employer to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything The Executive shall be responsible for the payment of all taxes applicable to payments or benefits received from the Employer. It is the intent of the Employer that the provisions of this Agreement and all other plans and programs sponsored by the Employer be interpreted to comply in all respects with Section 409A; however, the Employer shall have no liability to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which any successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be determined to be applicable to any payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of or benefit received by the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If Executive or any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined abovesuccessor or beneficiary thereof.

Section 409A Compliance. Notwithstanding anything Section 409A of the Code imposes an additional 20% tax, plus interest, on payments from “non-qualified deferred compensation plans.” Certain payments under this Grant Agreement could be considered to be payments under a “non-qualified deferred compensation plan.” The additional 20% tax and interest do not apply if the payment qualifies for an exception to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance requirements of Section 409A or complies with the requirements of Section 409A. The Company believes, but does not and cannot warrant or guaranty, that the payments due pursuant to this Grant Agreement qualify for the short-term deferral exception to Section 409A of the Code as set forth in Treasury Regulation Section 1.409A-3(i)(1)(iv1.409A-1(b)(4), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Grant Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made the Company determines that neither the short-term deferral exception nor any other exception to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything Section 409A applies to the contrary in payments due pursuant to this Grant Agreement, to the maximum extent permitted by applicable lawany payments are due on the Grantee’s termination of employment, amounts payable to Executive pursuant to the severance pay provisions term “termination of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt employment” shall mean “separation from treatment service” as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under defined in Treasury Regulation Section 1.409A-1(b)(9) 1.409A-1(h). In addition, if Grantee is a “specified employee” (separation pay plans) or as defined in Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals1.409A-1(i). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) payments due pursuant to this Award Agreement are payable under this Agreement by reason of Executiveon the Grantee’s “separation from service, ,” then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service such payments shall be delayed until the earlier of (i) paid on the first business day which is at least six (6) months and one (1) day following the date expiration of such the six month period following the Grantee’s “separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment .” This Grant Agreement shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code operated in compliance with Section 409A be treated as a series or an exception thereto and each provision of separate payments and not as a single payment. If any amount otherwise payable under this Grant Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within interpreted, to the meaning of Code extent possible, to comply with Section 409A) from 409A or to qualify for an applicable exception. The Grantee remains solely responsible for any adverse tax consequences imposed upon the Company and each employer treated as a single employer with the Company, as determined above.Grantee by Section 409A.

Section 409A Compliance. Notwithstanding anything This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Internal Revenue Code (“Section 409A”). The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to the contrary in Employee under this Agreement. For purposes of Section 409A, in-kind benefits and reimbursements provided the right to a series of installment payments under this Agreement shall be provided in accordance with the requirements treated as a right to a series of Treasury Regulation Section 1.409A-3(i)(1)(iv)separate payments. With respect to any reimbursement of expenses of, such that or any provision of in-kind benefits and reimbursements provided to, the Employee, as specified under this Agreement during any calendar Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits or reimbursements to be provided in any other calendar taxable year, other than an except for any medical reimbursement arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), ) of the Internal Revenue Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and any (3) the right to reimbursement or in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything No amount payable pursuant to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments Agreement which constitutes a “deferral of compensation” subject to Section 409A shall be promptly made to Executive following such submission, but in no event later than December 31st paid unless and until the Employee first incurs a “separation from service” for purposes of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this AgreementSection 409A. Further, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to that the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive Employee is treated as a “ “specified employee employee” (as determined by the Company defined in its discretion in accordance with applicable regulations under Code Section 409A) at as of the time date of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of ExecutiveEmployee’s separation from service, then payment no amount that constitutes a deferral of the amounts so treated as nonqualified deferred compensation which would otherwise be is payable during the six (6)-month period following Executive on account of Employee’s separation from service shall be delayed until paid to Employee before the earlier of date (ithe “Delayed Payment Date”) the first business day which is at least six (6) months and one (1) first day following of the seventh month after the date of Employee’s separation from service or, if earlier, the date of Employee’s death following such separation from service. All such amounts that would, (ii) but for this Section, become payable prior to the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), Delayed Payment Date will be accumulated and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined paid on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined aboveDelayed Payment Date.

Section 409A Compliance. This section applies notwithstanding any other provision of this Agreement. This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), including the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding anything to the contrary in any other provision of this Agreement, 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. Any payments under this Agreement that may be excluded from Section 409A as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Consultant on account of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefits and reimbursements benefit provided under this Agreement shall be provided in accordance with the requirements following: (i) the amount of Treasury Regulation Section 1.409A-3(i)(1)(iv)expenses eligible for reimbursement, such that any or in-kind benefits and reimbursements provided under this Agreement provided, during any each calendar year shall cannot affect the expenses eligible for reimbursement, or in-kind benefits or reimbursements to be provided provided, in any other calendar year, other than an arrangement providing for the ; (ii) any reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements an eligible expense shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything paid to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st Consultant on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. In no event Any tax gross-up payments provided under this Agreement shall Executive be entitled paid to any reimbursement payments after the Consultant on or before December 31st 31 of the calendar year immediately following the calendar year in which the expense was incurredConsultant remits the related taxes. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable A distribution under this Agreement by reason of Executive’s separation from service, then payment of the amounts so will be treated as nonqualified deferred compensation which would otherwise be payable during made on the six (6)-month period following Executive ’s separation from service shall be delayed until designated payment date if the earlier of payment is made (i) at such date or a later date within the first business same calendar year, or if later, by the 15th day which is at least six (6) months and one (1) day of the third month following the date of such separation from service, designated in the Agreement or (ii) at a date no earlier than 30 days before the death designated payment date. In no event may the Consultant, directly or indirectly, designate the year of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.

Section 409A Compliance. Notwithstanding anything The Parties agree that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is exempt from, or, if that is not possible, then compliant with the requirements of Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued there under (and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its managers, members, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as a result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement shall, for purposes of Section 409A of the contrary in this AgreementCode, be treated as a right to a series of separate payments. All reimbursements and in-kind benefits and reimbursements provided under this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv409A of the Code, including the requirement that (i) any reimbursement is for expenses incurred during Your lifetime (or during a shorter period of time specified in this letter), such that any (ii) the amount of expenses eligible for reimbursement or in-kind benefit provided during a Employee’s Initials 9777098(GA) calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided provided, in any other calendar year, other than an arrangement providing for (iii) the reimbursement of medical expenses referred to an eligible expense will be made on or before the last day of the calendar year following the year in Code Section 105(b)which the expense was incurred, and any (iv) the right to reimbursement or in-kind benefits and reimbursements shall is not be subject to liquidation or exchange for another benefit. Notwithstanding Additionally, notwithstanding anything in this Agreement to the contrary in contrary, any separation payments under this Agreement, reimbursement requests must and any other amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be timely submitted payable or distributable hereunder by Executive andreason of Your termination, will not be payable or distributable to You by reason of such circumstance unless the circumstances giving rise to such termination meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if timely submittedany, reimbursement payments shall be promptly made to Executive following such submissionon which an event occurs that constitutes a Section 409A-compliant “separation from service.” In the event that You are a “specified employee” (as described in Code Section 409A), but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to and any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payment or benefit payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment this Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified constitutes deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such upon Your “separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) ” (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of described in Code Section 409A), then instead of making no such payment upon occurrence of the termination of employment, such payment or benefit shall be made at such time as Executive has a before the date that is six (6) months after Your “separation from service service” (within or, if earlier, the meaning date of Code Section 409AYour death). Any payment or benefit delayed by reason of the prior sentence (the “Delayed Payment”) from the Company and each employer treated as shall be paid out or provided in a single employer with lump sum at the Company, as determined aboveend of such required delay period in order to catch up to the original payment schedule.

Section 409A Compliance. Notwithstanding anything This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to the contrary in Executive pursuant to this AgreementAgreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, inunder either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-kind benefits term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and reimbursements provided for such purposes, each payment to the Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and the Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to the Executive’s “termination of employment,” such term and similar terms shall be deemed to refer to the Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payment hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A of the Code, and the Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of the Executive’s separation from service, each such payment that is payable upon the Executive’s separation from service and would have been paid prior to the six-month anniversary of the Executive’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following the Executive’s separation from service or (ii) the date of the Executive’s death. Any reimbursement payable to the Executive pursuant to this Agreement shall be conditioned on the submission by the Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to the Executive in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the Company’s expense reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submissionpolicy, but in no event later than December 31st the last day of the calendar year following the calendar year in which the expense was incurredExecutive incurred the reimbursable expense. In no event Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall Executive not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be entitled provided, during any other calendar year. The right to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive or in-kind benefit pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise shall not be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, subject to liquidation or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased exchange for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, any other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined abovebenefit.

Section 409A Compliance. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive Xx. Xxxxxxxxx and, if timely submitted, reimbursement payments shall be promptly made to Executive Xx. Xxxxxxxxx following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive Xx. Xxxxxxxxx be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive Xx. Xxxxxxxxx pursuant to the severance pay provisions of Section 6 of the Employment Agreement above and the parachute payment provisions of Section 11(a) of the Employment Agreement above are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive Xx. Xxxxxxxxx is treated as a “ “specified employee employee” (as determined by the Company Playa Resorts in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company Playa Resorts and each employer treated as a single employer with the Company Playa Resorts under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s Xx. Xxxxxxxxx’x separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s Xx. Xxxxxxxxx’x separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of ExecutiveXx. Xxxxxxxxx, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company Playa Resorts is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive Xx. Xxxxxxxxx has a separation from service (within the meaning of Code Section 409A) from the Company Playa Resorts and each employer treated as a single employer with the CompanyPlaya Resorts, as determined above.

Section 409A Compliance. Notwithstanding anything Unless otherwise expressly provided, any payment of compensation by the Company to the contrary Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the fifteenth (15th) day of the third (3rd) month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in this Agreementwhich the Executive’s right to such payment vests (i.e., in-kind benefits is not subject to a “substantial risk of forfeiture” for purposes of Section 409A). Each payment and reimbursements each installment of any bonus or severance payments provided for under this Agreement shall be provided in accordance treated as a separate payment for purposes of application of Section 409A. To the extent any amounts payable by the Company to the Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A) such payments are intended to comply with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv)409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and the Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. In the event that any the Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (a) the first (1st) day of the seventh (7th) complete calendar month following such termination of employment, or (b) the Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits and reimbursements subject to Section 409A provided under this Agreement during or, unless otherwise specified in writing, under any calendar year Company program or policy, shall not affect be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits or reimbursements to be provided in during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year, other than an arrangement providing for year following the reimbursement of medical expenses referred to year in Code Section 105(b)which the Executive incurs such expenses, and any the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by The Executive and, if timely submitted, reimbursement payments shall be promptly made responsible for the payment of all taxes applicable to Executive following such submission, but in no event later than December 31st payments or benefits received from the Company. It is the intent of the calendar year following Company that the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment this Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code all other plans and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined programs sponsored by the Company be interpreted to comply in its discretion in accordance all respects with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from ; however, the Company and each employer treated as a single employer with shall have no liability to the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which any successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be determined to be applicable to any payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of or benefit received by the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If Executive or any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined abovesuccessor or beneficiary thereof.

Section 409A Compliance. The Agreement is intended to comply with the requirements of section 409A of the Code or an exception and shall in all respects be administered in accordance with section 409A. To the maximum extent, severance pay under Section 4(b)(i)(B) shall be paid under the section 409A “separation pay exception,” under which payments that do not exceed two times the lesser of (i) the Executive’s annual compensation (as determined under section 409A) or (ii) the compensation limit of section 401(a)(17) of the Code, and meet other requirements of the section 409A regulations, are exempt from section 409A. Notwithstanding anything in the Agreement to the contrary in contrary, distributions upon termination of employment may only be made upon a “separation from service” as determined under section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, . All reimbursements and in-kind benefits and reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(ivsection 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), such that any (ii) the amount of expenses eligible for reimbursement, or in-kind benefits and reimbursements provided under this Agreement provided, during any a calendar year shall may not affect the expenses eligible for reimbursement, or in-kind benefits or reimbursements to be provided provided, in any other calendar year, other than an arrangement providing for (iii) the reimbursement of medical expenses referred to an eligible expense will be made on or before the last day of the calendar year following the year in Code Section 105(b)which the expense is incurred, and any (iv) the right to reimbursement or in-kind benefits and reimbursements shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by The Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but solely responsible for any tax imposed under section 409A of the Code and in no event later than December 31st shall the Company have any liability with respect to any tax, interest or other penalty imposed under section 409A of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined aboveCode.

Section 409A Compliance. Notwithstanding anything to It is the contrary in parties’ intention that the various applicable provisions of this Agreement, in-kind benefits and reimbursements provided under Agreement either are exempt from Section 409A of the Code or satisfy the requirements of Section 409A of the Code. The parties agree that this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulationsinterpreted accordingly, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals)without limitation the following provisions. If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (the Executive’s termination of employment with the Company, the Executive is a “specified employee” within the meaning of Section 409A of the Code and the final regulations and any other guidance promulgated thereunder, no Severance Benefit that may be considered deferred compensation under Section 409A409A of the Code and that is payable on account of the Executive’s Separation from Service may be paid prior to the earlier of: (i) the expiration of the six-month period measured from the Company and each employer treated as a single employer with date of the Company Executive’s Separation from Service under Code Section 414(b) 409A of the Code, or (cii) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from servicedeath. Notwithstanding the foregoing, then payment any portion of the amounts so treated as nonqualified deferred compensation which Severance Benefits that would otherwise be payable during the six (6)-month six-month period following Executive from the date of the Executive’s separation Separation from service shall be delayed until Service, but that is not treated as a payment of deferred compensation under Section 409A of the earlier of Code either due to (i) the first business day which application of the short-term deferral rule or (ii) because such Severance Benefits are separation pay due to involuntary separation from service that satisfies the amount and duration limits of Section 409A of the Code, may be paid in the six-month period from the Executive’s Separation from Service. Any portion of the Severance Benefits that would otherwise be payable during the six-month period from the date of the Executive’s Separation from Service, but that cannot be paid at that time under the preceding paragraph shall accrue and become payable on the date that is at least six (6) months and one (1) day following the date of such separation the Executive’s Separation from serviceService. All subsequent Severance Benefits, (ii) if any, will be payable in accordance with the death of Executiveapplicable payment schedule. For these purposes, or (iii) such earlier date on which each Severance Benefit payment is permitted under Code Section 409A(a)(2)(B), hereby designated as a separate payment and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A will not collectively be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason This provision is intended to comply with the requirements of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence 409A of the termination Code so that none of employmentthe Severance Benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A of the Code, such payment shall and any ambiguities herein will be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the interpreted to so comply. The Company and each employer treated as a single employer with the CompanyExecutive agree to work together in good faith to take such reasonable actions which are necessary, as determined aboveappropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A of the Code.

Section 409A Compliance. This Agreement is intended to comply with Section 409A of the Internal Revenue Code, as amended, and applicable regulatory guidance thereunder (the “Code”). Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements reimbursement provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Severance Benefits described in Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a5(b) of the Employment Agreement below are intended to be exempt from treatment as nonqualified deferred differed compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(41.409(A)-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (Payments provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise may only be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on made in a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of manner that complies with Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined aboveor an applicable exemption.

Section 409A Compliance. Notwithstanding anything to the contrary in this Agreement, All in-kind benefits provided and reimbursements provided expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in accordance with this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the requirements last day of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits and reimbursements provided under this Agreement during any calendar or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits or reimbursements to be provided or the expenses eligible for reimbursement in any other calendar taxable year, other than an arrangement providing for the . Such right to reimbursement of medical expenses referred to in Code Section 105(b), and any or in-kind benefits and reimbursements shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything to To the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st extent that any of the calendar year following the calendar year payments or benefits provided for in which the expense was incurred. In no event shall Executive be entitled Section 5 are deemed to any reimbursement payments after December 31st constitute non-qualified deferred compensation benefits subject to Section 409A of the calendar year Code, the following the calendar year in which the expense was incurred. Notwithstanding anything interpretations apply to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 5: Any termination of the Employment Agreement and the parachute Executive’s employment triggering payment provisions of benefits under Section 11(a5 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Employment Agreement Code and Treas. Reg. § 1.409A-l(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A- 1(h) (as the result of further services that are intended reasonably anticipated to be exempt from treatment as nonqualified provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5 that constitute deferred compensation under Code Section 409A to of the maximum extent permitted by Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferralsTreas. Reg. §1.409A-1(h). If For purposes of clarification, this Section 7(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. Because the Executive is treated as a “ “specified employee employee” (as determined by that term is used in Section 409A of the Company in its discretion in accordance with applicable Code and regulations under Code Section 409Aand other guidance issued thereunder) at on the time of date his separation from service (within the meaning of Code becomes effective, any benefits payable under Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided 5 that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified constitute non-qualified deferred compensation (within the meaning of Code under Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment 409A of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service Code shall be delayed until the earlier of (iA) the first business day which is at least six (6) months and one (1) day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from serviceservice becomes effective, and (iiB) the death of Executive’s death, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment the Company shall be increased for delayed payment based on pay the Executive in a crediting rate lump sum the aggregate value of the applicable federal shortnon-term rate under Code Section 1274(d) (as determined on qualified deferred compensation that the date(s) payment(s) Company otherwise would have otherwise been made) from paid the Executive prior to that date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series under Section 5 of payments due under this Agreement, other than a payment which . It is a life annuity, intended that each installment of the payments and benefits provided under Section 5 of this Agreement shall for all purposes of Code Section 409A be treated as a series separate “payment” for purposes of separate Section 409A of the Code. In particular, the installment severance payments and not as a single payment. If any amount otherwise payable under set forth in Section 6 of this Agreement by reason shall be divided into two portions. That number of a termination installments commencing on the first payment date set forth in Section 7 of employment from this Agreement that are in the Company is treated as nonqualified deferred aggregate less than two times the applicable compensation limit under Section 401(a)(17) of the Code for the year in which the Termination Date occurs (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of provided the termination of employment, such payment shall be made at such time as Executive has the Executive’s employment is also a separation from service service) shall be payable in accordance with Treas. Reg. § 1.409A-l(b)(9)(iii) as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Sections 7(b)(i) and (within the meaning of Code Section 409Aii) from the Company and each employer treated as a single employer with the Company, as determined above.

Section 409A Compliance. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive Consultant and, if timely submitted, reimbursement payments shall be promptly made to Executive Consultant following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive Consultant be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive Consultant pursuant to the severance pay provisions of Section 6 of the Employment Agreement above and the parachute payment provisions of Section 11(a) of the Employment Agreement above are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive Consultant is treated as a “ “specified employee employee” (as determined by the Company Flora Growth in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company Flora Growth and each employer treated as a single employer with the Company Flora Growth under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of ExecutiveConsultant’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive Consultant’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of ExecutiveConsultant, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment engagement from the Company Flora Growth is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employmentengagement, such payment shall be made at such time as Executive Consultant has a separation from service (within the meaning of Code Section 409A) from the Company Flora Growth and each employer treated as a single employer with the CompanyFlora Growth, as determined above.

Section 409A Compliance. Notwithstanding anything to The parties intend that all provisions of this Agreement shall either be exempt from or comply with the contrary in requirements of Code Section 409A. For purposes of this Agreement, in-kind benefits “termination,” “termination date” and reimbursements “terminate” when used in the context of termination of employment shall mean a “separation from service” with the Company and its affiliates (i.e., generally an entity 50% or more of which is owned or controlled by the Company), as such term is defined in Treasury Regulation Section 1.409A-1(h) (provided, that the reasonably anticipated reduced level of bona fide services, if any, to be performed by Executive after such separation from service shall be less than 50 percent of the average level of bona fide services provided under to the Company and its affiliates by Executive in the immediately preceding 36 month period). Nothing in this Agreement shall be provided interpreted to permit accelerated payment or further deferral of nonqualified deferred compensation, as defined in accordance with Code Section 409A, or any other payment or further deferral in violation of the requirements of Treasury Regulation Code Section 1.409A-3(i)(1)(iv), such that 409A. Executive does not have any in-kind benefits and reimbursements provided right to make any election regarding the time or form of payment due under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to Agreement. Expenses and reimbursement of expenses will be provided paid by the Company and/or the Bank consistent with their generally applicable policies, and in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in event no event later than December 31st the end of the calendar year following the calendar year in which the expense was expenses are incurred. In With respect to reimbursements that constitute taxable income to Executive, no event such reimbursements or expenses eligible for reimbursement in any calendar year shall Executive in any way affect the expenses eligible for reimbursement in any other calendar year and Executive’s right to reimbursement shall not be entitled subject to liquidation in exchange for any reimbursement payments after December 31st other benefit. No provision of this Agreement shall be operative to the extent that it will result in the imposition of the calendar year following additional tax described in Code Section 409A(a)(1)(B)(i)(II) and the calendar year in which parties agree to revise the expense was incurred. Notwithstanding anything Agreement as necessary to comply with Code Section 409A or an exemption therefrom and fulfill the purpose of the voided provision, or to comply with any available correction program that would eliminate or mitigate potential sanctions under Code Section 409A. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Code Section 409A from Executive or any other individual to the contrary in this AgreementCompany or any of its respective affiliates, to the maximum extent permitted by applicable law, amounts payable employees or agents. All taxes associated with payments made to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulationsthis Agreement, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations any liability imposed under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement borne by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.

Section 409A Compliance. Notwithstanding anything If any payments hereunder are made in installments, for purposes of Code Section 409A, each installment shall be treated as a right to receive a separate payment. Whenever a payment under this Agreement specifies a payment with reference to within a number of days, the contrary in this Agreementactual date of payment within the specified period shall be within the sole discretion of the Partnership. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything , (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the contrary period the arrangement is in this Agreementeffect, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement and (iii) such payments shall be promptly made to Executive following such submission, but in no event later than December 31st on or before the last day of the calendar your taxable year following the calendar taxable year in which the expense was incurredoccurred. In no event shall Executive This Agreement may not be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreementaltered, to the maximum extent permitted modified or amended except by applicable lawwritten instrument signed by you, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” Partnership. This Agreement shall be used instead governed by New York law, without reference to principles of “at least 80 percent”) conflicts of law. Sincerely, ALLIANCEBERNSTEIN L.P. By: ALLIANCEBERNSTEIN CORPORATION, its General Partner and if any amounts on its own behalf By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxxx President and Chief Operating Officer AGREED TO AND ACCEPTED BY /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx December 19, 0000 Xxxx XXXXX XX XXX XXXX XXXXXX XX XXX XXXX Xx this 19th day of nonqualified deferred compensation (within December, 2008, before me personally came Xxxxx X. Xxxxxxx, known to me to be the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of person described and who executed the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B)foregoing Agreement, and such payment shall be increased for delayed payment based on a crediting rate of he duly acknowledged to me that he executed the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually madesame. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.Xxxxx Xxxxxxxx

Section 409A Compliance. It is intended that the provisions of this Agreement comply with or are exempt from Section 409A of the Internal Revenue Code, and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Internal Revenue Code. Notwithstanding anything any other payment schedule provided herein to the contrary contrary, if you are deemed on the termination of your employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Internal Revenue Code, then any payment that is considered deferred compensation under Section 409A of the Internal Revenue Code payable on account of a “separation from service” shall be made on the date which is the earlier of (i) the expiration of the six month period measured from the date of your “separation from service;” and (ii) the date of your death (the “Delay Period”) to the extent required under Section 409A of the Internal Revenue Code. Upon the expiration of the Delay Period, all payments delayed pursuant to the immediately preceding sentence shall be paid to you in this Agreement, in-kind benefits a lump sum and reimbursements provided all remaining payments due under this Agreement shall be paid or provided in accordance with the requirements normal payment dates specified for them herein. For purposes of Treasury Regulation Section 1.409A-3(i)(1)(iv409A of the Internal Revenue Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, such references in this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Internal Revenue Code. For the avoidance of doubt, it is intended that any in-kind benefits and reimbursements provided under this Agreement expense reimbursement made to you hereunder will be exempt from Section 409A of the Internal Revenue Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Internal Revenue Code, then (a) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar taxable year, other than an arrangement providing for (b) the expense reimbursement will be made on or before the last day of medical expenses referred the year following the year in which the expense was incurred; and (c) the right to in Code Section 105(b), and any in-kind benefits and reimbursements shall expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by [Signature page follows] Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.– Xxxxxx X. Xxxxxxx

Section 409A Compliance. Notwithstanding anything This Agreement is intended to comply with the contrary requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and regulations promulgated thereunder (“Section 409A”). To the extent that any provision in this AgreementAgreement is ambiguous as to its compliance with Section 409A, in-kind benefits the provision shall be read in such a manner so that no payments due under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of Consultant’s separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the expiration of the Term and the first such payment shall include the cumulative amount of any payments (without interest) that would have been paid prior to such date if not for such restriction. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may the Consultant directly or indirectly designate the calendar year of payment. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Consultant’s lifetime (or during a shorter period of time specified in this Agreement), such that any in-kind benefits and reimbursements provided under this Agreement (ii) the amount of expenses eligible for reimbursement during any a calendar year shall may not affect in-kind benefits or reimbursements to be provided the expenses eligible for reimbursement in any other calendar year, other than an arrangement providing for (iii) the reimbursement of medical expenses referred to an eligible expense will be made on or before the last day of the calendar year following the year in Code Section 105(b)which the expense is incurred, and any in-kind benefits and reimbursements shall (iv) the right to reimbursement is not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.[Signature Page Follows]

Section 409A Compliance. Notwithstanding anything set forth in this Agreement to the contrary and only to the extent necessary to comply with the requirements of Code Section 409A, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the final Treasury Regulations issued pursuant to Code Section 409A shall be paid unless and until the Executive has incurred a termination of employment that qualifies as a “separation from service” within the meaning of the Code Section 409A Regulations. Furthermore, to the extent that the Executive is a “specified employee” within the meaning of the Code Section 409A and only to the extent necessary to comply with the requirements of Code Section 409A, as of the date of the Executive’s separation from service, any amount that constitutes a deferral of compensation which is payable on account of the Executive’s separation from service shall instead be paid to the Executive on the date (the “Delayed Payment Date”) which is the first day of the seventh month after the date of the Executive’s separation from service or, if earlier, the date of the Executive’s death following such separation from service. All such amounts that would, but for this Section 18, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. The Company intends that payments or benefits provided to the Executive pursuant to this Agreement will not be subject to taxation under Code Section 409A. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code. However, the Company does not guarantee any particular tax effect for income received by the Executive pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to the Executive and the Company’s obligations to timely make Gross-Up Payments under Section 11 of the Agreement, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to the Executive pursuant to this Agreement. Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits and reimbursements provided under pursuant to this Agreement shall be provided in accordance with subject to the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any following conditions: (1) the expenses eligible for reimbursement or in-kind benefits and reimbursements provided under this Agreement during any calendar in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits or reimbursements to be provided in any other calendar taxable year, other than an arrangement providing for ; (2) the reimbursement of medical eligible expenses referred to in Code Section 105(b), and any or in-kind benefits shall be made promptly, subject to the Company’s applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and reimbursements (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.

Section 409A Compliance. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement above and the parachute payment provisions of Section 11(a) of the Employment Agreement above are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ “specified employee employee” (as determined by the Company Flora Growth in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company Flora Growth and each employer treated as a single employer with the Company Flora Growth under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive Executive’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company Flora Growth is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company Flora Growth and each employer treated as a single employer with the CompanyFlora Growth, as determined above.

Section 409A Compliance. Payments under this Agreement (the “Payments”) are intended to be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A, the Regulations, applicable case law and administrative guidance. In the event that the parties determine that the payments and benefits under this Agreement are not in compliance with or exempt from Section 409A, the parties shall in good faith attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain the intended economic benefits hereunder. All Payments shall be deemed to come from an unfunded plan. Notwithstanding anything to the contrary any provision in this Agreement, in-kind benefits all Payments subject to Section 409A will not be accelerated in time or schedule. Employee and reimbursements provided under this Agreement Company will not be able to change the designated time or form of any Payments subject to Section 409A. To the extent that the period of time during which Employee may execute the Release spans two calendar years, the Severance Payment or CIC Severance Payment, as applicable shall be provided in accordance with delayed until the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other second calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreementaddition, to the maximum extent permitted by applicable lawthe Severance Payment or the CIC Severance payment is deferred compensation and subject to Section 409A, amounts it will only be payable to Executive pursuant to the severance pay provisions of upon a “separation from service” (as that term is defined at Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a1.409A-1(h) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer from all other corporations and trades or businesses, if any, that would be treated as a single employer “service recipient” with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” . All payments hereunder shall be used instead treated as separate payments for purposes of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under 409A. All references in this Agreement by reason to a termination of Executive’s employment and correlative terms shall be construed to require a “separation from service.” Notwithstanding anything herein to the contrary, then to the extent that a Payment is subject to, and not exempt from, Section 409A, if Employee is a “specified employee” as such term is defined under Section 409A, payment of the amounts so treated Severance Payment or the CIC Severance Payment, as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service applicable shall be delayed until the earlier for a period of (i) the first business day which is at least six (6) months following Employee’s separation of employment to the extent and one (1) up to an amount necessary to ensure such payments are not subject to penalties and interest under Section 409A. If the payments are delayed as a result of the previous sentence, then on the first business day following the date end of such separation from service, six (ii6) the death of Executive, month period (or (iii) such earlier date on upon which payment is permitted such amount can be paid under Code Section 409A(a)(2)(B409A without resulting in a prohibited distribution, such as Employee’s death), and such payment the Company shall be increased for delayed payment based on pay Employee a crediting rate of lump sum amount equal to the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) cumulative amount that would have otherwise been made) from the date payment(s) would have otherwise been made without regard payable to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making Employee during such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined aboveperiod.

Section 409A Compliance. Notwithstanding anything This Agreement will be interpreted and administered in accordance with the applicable requirements of, and exemptions from, Code § 409A in a manner consistent with Treas. Reg. § 1.409A-1 et seq. The Company and all entities treated as a single employer with the Company pursuant to Section 409A and the regulations thereunder shall be treated as a single entitiy to the contrary extent required thereunder. To the extent payments and benefits are subject to Code § 409A, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of (i) Code § 409A(a)(2), (3) and (4), (ii) Treas. Reg. § 1.409A-1 et seq., and (iii) other applicable authority issued by the Internal Revenue Service and the U.S. Department of the Treasury (collectively “Section 409A”). Where the term “Qualifying Termination,” “termination of employment” or “termination” or similar words and phrases describing termination of employment are used in this Agreement, such terms are to be read as satisfying the definition of a “separation from service” in Section 409A. It is understood that “separation from service” shall be defined as referenced under Treas. Reg. § 1.409A-1(h). All reimbursements and in-kind benefits and reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), 409A to the extent that such that any reimbursements or in-kind benefits and are subject to Section 409A. All expenses or other reimbursements provided under paid pursuant to this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything that are taxable to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments Employee shall be promptly made to Executive following such submission, but in no event be paid later than December 31st the end of the calendar year following the calendar year in which the Employee incurs such expense was incurredor pays the related tax. In no event shall Executive be entitled With regard to any provision in this Agreement for reimbursement payments after December 31st of costs and expenses or in-kind benefits, except as permitted by Section 409A, the calendar right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year following shall not affect the calendar year expenses eligible for reimbursement or in-kind benefits to be provided in which any other taxable year. To the expense was incurred. Notwithstanding anything extent that the Company reasonably determines that certain amounts paid to the contrary in this Agreement, Employee under Section 1 or otherwise are subject to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by of the Code and applicable Treasury Regulationsthe Employee is a specified employee, including exemptions as defined under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment 409A of the Code, such amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation Employee’s termination from service, (ii) employment to the death of Executive, or (iii) such earlier date on which payment is permitted under Code extent required by Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate 409A of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined aboveCode.

Section 409A Compliance. Notwithstanding anything This Agreement will be interpreted and administered in accordance with the applicable requirements of, and exemptions from, Code § 409A in a manner consistent with Treas. Reg. § 1.409A-1 et seq. The Company and all entities treated as a single employer with the Company pursuant to Section 409A and the regulations thereunder shall be treated as a single entity to the contrary extent required thereunder. To the extent payments and benefits are subject to Code § 409A, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of (i) Code § 409A(a)(2), (3) and (4), (ii) Treas. Reg. § 1.409A-1 et seq., and (iii) other applicable authority issued by the Internal Revenue Service and the U.S. Department of the Treasury (collectively “Section 409A”). Where the term “Qualifying Termination,” “termination of employment” or “termination” or similar words and phrases describing termination of employment are used in this Agreement, such terms are to be read as satisfying the definition of a “separation from service” in Section 409A. It is understood that “separation from service” shall be defined as referenced under Treas. Reg. § 1.409A-1(h). All reimbursements and in-kind benefits and reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), 409A to the extent that such that any reimbursements or in-kind benefits and are subject to Section 409A. All expenses or other reimbursements provided under paid pursuant to this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything that are taxable to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments Employee shall be promptly made to Executive following such submission, but in no event be paid later than December 31st the end of the calendar year following the calendar year in which the Employee incurs such expense was incurredor pays the related tax. In no event shall Executive be entitled With regard to any provision in this Agreement for reimbursement payments after December 31st of costs and expenses or in-kind benefits, except as permitted by Section 409A, the calendar right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year following shall not affect the calendar year expenses eligible for reimbursement or in-kind benefits to be provided in which any other taxable year. To the expense was incurred. Notwithstanding anything extent that the Company reasonably determines that certain amounts paid to the contrary in this Agreement, Employee under Section 1 or otherwise are subject to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by of the Code and applicable Treasury Regulationsthe Employee is a specified employee, including exemptions as defined under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment 409A of the Code, such amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation Employee’s termination from service, (ii) employment to the death of Executive, or (iii) such earlier date on which payment is permitted under Code extent required by Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate 409A of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined aboveCode.

Section 409A Compliance. This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), including the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding anything to the contrary in any other provision of this Agreement, inpayments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-kind benefits and reimbursements term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be provided treated as a separate payment. Any payments to be made under this Agreement in accordance connection with a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv)foregoing, such the Company makes no representations that any in-kind the payments and benefits and reimbursements provided under this Agreement during comply with Section 409A and in no event shall Employer be liable for all or any calendar year shall not affect inportion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-kind benefits or reimbursements to be provided in compliance with Section 409A. Notwithstanding any other calendar year, other than an arrangement providing for the reimbursement provision of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning Employee’s termination of Code Section 409A) from the Company and each employer treated as employment, Employee is a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and “specified employee”, determined in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable , any payments and benefits provided under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as that constitute “nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive compensation” subject to Section 409A that are provided to Employee on account of Employee’s separation from service shall not be delayed paid until the earlier of (i) the first business day which is at least six (6) months and one (1) day payroll date to occur following the six-month anniversary of Employee’s termination date (“Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made during such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment six-month period shall be increased for delayed payment based on paid in a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined lump sum on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made Specified Employee Payment Date without regard to this provision interest and the date payment is actually made. Any series of thereafter, any remaining payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single paymentpaid without delay in accordance with their original schedule. If Employee dies before the Specified Employee Payment Date, any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment delayed payments shall be made at such time as Executive has a separation from service (within paid to the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined aboveEmployee’s estate.

Section 409A Compliance. Section 409A of the Code imposes an additional 20% tax, plus interest, on payments from “non-qualified deferred compensation plans.” Certain payments under this Grant Agreement could be considered to be payments under a “non-qualified deferred compensation plan.” The additional 20% tax and interest do not apply if the payment qualifies for an exception to the requirements of Section 409A or complies with the requirements of Section 409A. The Company believes, but does not and cannot warrant or guaranty, that the payments due pursuant to this Grant Agreement comply with, or are exempt from, the requirements of Section 409A. Notwithstanding anything to the contrary in this Grant Agreement, in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with if the requirements of Treasury Regulation Company determines that no exception to Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything 409A applies to the contrary in payments due pursuant to this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Grant Agreement, to the maximum extent permitted by applicable lawany payments are due on the Grantee’s termination of employment, amounts payable to Executive pursuant to the severance pay provisions term “termination of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt employment” shall mean “separation from treatment service” as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under defined in Treasury Regulation Section 1.409A-1(b)(91.409A-1(h) (separation pay plans) or and to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, a Change in Control shall not be deemed to have occurred unless and until a “change in control event” as defined in Treasury Regulation Section 1.409A-1(b)(41.409A-3(i)(5)(i) (short-term deferrals)has occurred. If Executive In addition, if the Grantee is treated as a “ “specified employee employee” (as determined by the Company defined in its discretion in accordance with applicable regulations under Code Treasury Regulation Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(31.409A-1(i), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) payments due pursuant to this Grant Agreement are payable under this Agreement by reason of Executiveon the Grantee’s “separation from service, ,” then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service such payments shall be delayed until the earlier of (i) paid on the first business day which is at least six (6) months and one (1) day following the date expiration of such the six month period following the Grantee’s “separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment .” This Grant Agreement shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code operated in compliance with Section 409A be treated as a series or an exception thereto and each provision of separate payments and not as a single payment. If any amount otherwise payable under this Grant Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within interpreted, to the meaning of Code extent possible, to comply with Section 409A) from 409A or to qualify for an applicable exception. The Grantee remains solely responsible for any adverse tax consequences imposed upon the Company and each employer treated as a single employer with the Company, as determined above.Grantee by Section 409A.

Section 409A Compliance. The Agreement (as amended) is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder to the extent such section is applicable. If any ambiguity exists in the Agreement (as amended), the Agreement shall be interpreted to be consistent with this purpose. Notwithstanding anything to the contrary in this Agreement, in-kind benefits Agreement and reimbursements provided under this Agreement shall be provided in accordance consistent with the requirements intention to comply with Section 409A of Treasury Regulation the Code: (a) (i) the amount of Executive’s expenses eligible for reimbursement during a taxable year pursuant to Section 1.409A-3(i)(1)(iv)5.1 and the continuation of medical, such that any in-kind benefits dental and reimbursements provided life insurance coverages under this Agreement during any calendar year shall Section 6.2(iii) (collectively, “Reimbursable Expenses”) may not affect in-kind benefits or reimbursements to be provided Executive’s expenses eligible for reimbursement in any other calendar taxable year, other than an arrangement providing for ; (ii) the reimbursement of medical expenses referred an eligible Reimbursable Expenses must be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred; and (iii) Executive’s right to in Code Section 105(b), and any in-kind reimbursement or continuation of benefits and reimbursements for Reimbursable Expenses shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by ; and (b) Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive not be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive outplacement services pursuant to Section 6.5 commencing on the severance pay provisions date that is two years after the effective date of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his Executive’s separation from service (within service. Neither Executive nor any creditor or beneficiary of Executive shall have the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if right to subject any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason or under any other plan, policy, arrangement or agreement of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from with the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A)or any affiliate to any anticipation, then instead of making such payment upon occurrence of the termination of employmentalienation, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Companysale, as determined abovetransfer, assignment, pledge, encumbrance, attachment or garnishment.

Section 409A Compliance. Notwithstanding anything to It is also the contrary in this Agreement, in-kind benefits and reimbursements provided intention of the parties under this Agreement shall that all income tax liability on payments made pursuant to the Agreement or other agreements, plans or arrangements contemplated by this Agreement be provided deferred until Employee actually receives such payment in accordance with the requirements of Section 409A of the Code, to the extent Code Section 409A applies to such payments. This Agreement is intended to comply with the provisions of Section 409A of the Code; and this Agreement will, to the extent practicable, be construed in accordance therewith. If Employee is determined to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then any amount that becomes payable under Section 6 hereof (the “Severance Payment”) on account of Employee’s “separation from service” shall not be paid to Employee until the first business day following the expiration of the six (6) month period immediately following Employee’s “separation from service” (or if earlier, the date of his death) if and to the extent that the Severance Payment constitutes deferred compensation (or may be nonqualified deferred compensation, as mutually agreed by Company and Employee) under Section 409A of the Code and such deferral is required to comply with the requirements of Section 409A of the Code. The determination of whether Employee is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his “separation from service” shall made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-3(i)(1)(iv1.409A-1(i) and any successor provision thereto), such . To the extent that any reimbursement of any expense under Section 6 or in-kind benefits and reimbursements provided under this Agreement during are deemed to constitute taxable compensation to Employee, such amounts will be reimbursed or provided no later than December 31st of the year following the year in which such expense was incurred. The amount of any calendar such expenses reimbursed or in-kind benefits provided in one year shall not affect the expenses or in-kind benefits eligible for reimbursement or reimbursements to be provided payment in any other calendar subsequent year, other than an arrangement providing for the and Employee’s right to such reimbursement or payment of medical any such expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall will not be subject to liquidation or exchange for another any other benefit. Notwithstanding anything The Company and Employee may agree to take such actions as they may mutually deem necessary or appropriate to amend or modify this Agreement to avoid Employee’s accelerated recognition of taxable compensation or the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st imposition of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st additional tax and related interest under Section 409A(a)(1)(B) or 409a(b)(5) of the calendar year following Code on any amounts due hereunder that may constitute nonqualified deferred compensation for purposes of Section 409A of the calendar year in which Code as mutually agreed by the expense was incurredCompany and Employee. Notwithstanding anything to The preceding provisions shall not be construed as a guarantee by the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive Company of any particular tax effect for payments made pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted or other agreements, plans or arrangements contemplated by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.

Section 409A Compliance. Notwithstanding anything This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the contrary Internal Revenue Code (“Section 409A”). The Company and you agree to execute any and all amendments to this Agreement as mutually agreed in good faith that may be necessary to ensure compliance with the provisions of Section 409A. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to you under this Agreement. For purposes of Section 409A, in-kind benefits and reimbursements provided the right to a series of installment payments under this Agreement shall be provided in accordance with the requirements treated as a right to a series of Treasury Regulation Section 1.409A-3(i)(1)(iv)separate payments. With respect to any reimbursement of expenses of, such that or any provision of in-kind benefits and reimbursements provided to you as specified under this Agreement during any calendar Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits or reimbursements to be provided in any other calendar taxable year, other than an except for any medical reimbursement arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), ) of the Internal Revenue Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and any (3) the right to reimbursement or in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything No amount payable pursuant to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments Agreement which constitutes a “deferral of compensation” subject to Section 409A shall be promptly made to Executive following such submission, but in no event later than December 31st paid unless and until you first incur a “separation from service” for purposes of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this AgreementSection 409A. Further, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement that you are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee employee” (as determined by the Company defined in its discretion in accordance with applicable regulations under Code Section 409A) at as of the time date of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s your separation from service, then payment no amount that constitutes a deferral of the amounts so treated as nonqualified deferred compensation which would otherwise be is payable during the six (6)-month period following Executive ’s on account of your separation from service shall be delayed until paid to you before the earlier of date (ithe “Delayed Payment Date”) the first business day which is at least six (6) months and one (1) first day following of the seventh month after the date of your separation from service or, if earlier, the date of your death following such separation from service. All such amounts that would, (ii) but for this Section, become payable prior to the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), Delayed Payment Date will be accumulated and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined paid on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined aboveDelayed Payment Date.

Section 409A Compliance. Notwithstanding anything The Parties intend for this Agreement either to satisfy the contrary in this Agreementrequirements of Section 409A of the Internal Revenue Code of 1986, in-kind benefits as amended (the “Code”) or to be exempt from the application of Code Section 409A, and reimbursements provided under this Agreement shall be provided construed and interpreted accordingly. Notwithstanding anything in accordance this Agreement to the contrary, in the event that the Executive is deemed to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), no payments hereunder that are “deferred compensation” subject to Code Section 409A shall be made to the Executive prior to the date that is six (6) months after the date of the Executive’s “separation from service” (as defined in Code Section 409A) or, if earlier, the date of the Executive’s death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Code Section 409A that is also a business day. For purposes of Code Section 409A, each of the payments that may be made hereunder is designated as a separate payment. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Code Section 409A, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Treasury Regulation Code Section 1.409A-3(i)(1)(iv), such 409A. To the extent that any in-kind benefits and reimbursements provided under this Agreement during are taxable to the Executive, any calendar such reimbursement payment due to the Executive shall be paid to the Executive as promptly as practicable consistent with Company practice following the Executive’s appropriate itemization and substantiation of expenses incurred, and in all events on or before the last day of the Executive’s taxable year shall not affect in-kind benefits or following the taxable year in which the related expense was incurred. The taxable reimbursements to be provided in any other calendar year, other than an arrangement providing for under this Agreement that could constitute “deferred compensation” within the reimbursement meaning of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall 409A are not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date amount of such separation from service, (ii) benefits and reimbursements that the death Executive receives in one taxable year shall not affect the amount of Executive, such benefits or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of reimbursements that the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, Executive receives in any other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined abovetaxable year.

Section 409A Compliance. Notwithstanding anything to It is intended that this Agreement shall comply with Section 409A of the contrary Code. The provisions of this Agreement shall be interpreted and administered by the Company in this Agreementa manner that complies with Section 409A of the Code. For purposes of Section 409A of the Code, in-kind benefits and reimbursements provided each payment or amount due under this Agreement shall be considered as separate payment, and the Executive’s entitlement to a series of payment xxxxxx this Agreement is to be treated as an entitlement to a series of separate payments. Notwithstanding any provision in this Agreement to the contrary, if any payment provided for in this Agreement would be subject to additional taxes and interest under Section 409A of the Code if the Executive’s receipt of such payment is not delayed as provided in Section 409A(a)(2)(B) of the Code and the Treasury Regulations issued thereunder, then such payment shall not be made to the Executive until the earlier of (a) the date of the Executive’s death or (b) the date that is six months after the date of the Executive’s “Separation from Service” (as defined in Treasury Regulation 1.409A-1(h)) with the Company. Any such delayed payments shall be paid in a lump sum without interest. All references in this Agreement to a “termination of employment” are intended to have the same meaning as a Separation from Service. The amount of expenses eligible for reimbursement, or in-kind benefits provided under this Agreement, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. All reimbursements of eligible expenses shall be made promptly and in accordance with the requirements Company’s reimbursement policies, but in no even later than the last day of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any the Executive’s taxable year following the taxable year in which the expense was incurred. The right to reimbursement or in-kind benefits and reimbursements provided under this Agreement during any calendar year shall is not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.

Section 409A Compliance. Notwithstanding anything in this Agreement to the contrary contrary, if any payment or benefit to Employee under this Agreement on account of the Employee’s termination of employment constitutes a deferral of compensation subject to 409A of the Code (“Section 409A”), such payment or benefit shall commence when Employee has incurred a “Separation from Service” as defined under Treasury Regulation Section 1.409A-1(h)(1) without regard to the optional alternative definitions thereunder. If at the time of Employee’s Separation from Service, Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), Employer shall delay commencement of any such payment or benefit until six months after Employee’s after Employee’s Separation from Service (or, if earlier, Employee’s death) to the extent necessary to comply with Section 409A (the “409A Suspension Period”). On the first regular Employer pay date after the end of the 409A Suspension Period, Employer shall pay to the Employee, without interest, any payments and benefits that Employer would otherwise have been required to provide Employee during the 409A Suspension Period under this Agreement but for the imposition thereof. Thereafter, Employee shall receive any remaining payments and benefits due under this Agreement in accordance with the terms of this Agreement, Agreement (as if there had not been any 409A Suspension Period. To the extent that reimbursements or in-kind benefits and reimbursements provided under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of Section 409A, (1) all reimbursements hereunder shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits made on or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything prior to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st last day of the calendar year following the calendar year in which the expense was incurred. In no event incurred by Employee, (2) any right to reimbursement or in-kind benefits shall Executive not be entitled subject to liquidation or exchange for another benefit, and (3) the amount of expenses eligible for reimbursement or in-kind benefits provided in any reimbursement payments after December 31st of the calendar year following shall not in any way affect the expenses eligible for reimbursement or in-kind benefits to be provided, in any other calendar year in which the expense was incurredyear. Notwithstanding anything to the contrary in The payments and benefits under this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code or comply with the requirements of Section 409A so that none of the payments and benefits to be provided hereunder will be subject to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions additional tax imposed under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company , and each employer treated as a single employer with the Company under Code Section 414(b) any ambiguities or (c) (provided that ambiguous terms herein will be interpreted to be exempt or so comply. The Employer and Employee agree to work together in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under good faith to consider amendments to this Agreement by reason and to take such reasonable actions that are necessary, appropriate or desirable to avoid imposition of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted any additional tax under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.409A.

Section 409A Compliance. Notwithstanding anything The Parties agree that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is exempt from, or, if that is not possible, then compliant with the requirements of Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued there under (and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither , the Company, nor their respective managers, members, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as a result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement shall, for purposes of Section 409A of the contrary in this AgreementCode, be treated as a right to a series of separate payments. All reimbursements and in-kind benefits and reimbursements provided under this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv409A of the Code, including the requirement that (i) any reimbursement is for expenses incurred during Your lifetime (or during a shorter period of time specified in this letter), such that any (ii) the amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided provided, in any other calendar year, other than an arrangement providing for (iii) the reimbursement of medical expenses referred to an eligible expense will be made on or before the last day of the calendar year following the year in Code Section 105(b)which the expense was incurred, and any (iv) the right to reimbursement or in-kind benefits and reimbursements shall is not be subject to liquidation or exchange for another benefit. Notwithstanding Additionally, notwithstanding anything in this Agreement to the contrary in contrary, any separation payments under this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to and any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions other amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 6 409A of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during or distributable hereunder by reason of Your termination, will not be payable or distributable to You by reason of such circumstance unless the six circumstances giving rise to such termination meet any description or definition of Separation from Service in Section 409A of the Code (6)-month period following Executive ’s separation from service without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be delayed until made on the earlier date, if any, on which an event occurs that constitutes a Section 409A-compliant Separation from Service. In the event that You are a “specified employee” (as described in Section 409A of the Code), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Section 409A of the Code and would otherwise be payable upon Your Separation from Service (i) as described in Section 409A of the first business day which Code), then no such payment or benefit shall be made before the date that is at least six (6) months and one after Your Separation from Service (1) day following or, if earlier, the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(BYour death), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement or benefit delayed by reason of a termination of employment from the Company is treated as nonqualified deferred compensation prior sentence (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment “Delayed Payment”) shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as paid out or provided in a single employer with lump sum at the Company, as determined aboveend of such required delay period in order to catch up to the original payment schedule.

Section 409A Compliance. Notwithstanding anything This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the contrary Internal Revenue Code (“Section 409A”). The Company and you agree to execute any and all amendments to this Agreement as mutually agreed in good faith that may be necessary to ensure compliance with the provisions of Section 409A. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to you under this Agreement. For purposes of Section 409A, in-kind benefits and reimbursements provided the right to a series of installment payments under this Agreement shall be provided in accordance with the requirements treated as a right to a series of Treasury Regulation Section 1.409A-3(i)(1)(iv)separate payments. With respect to any reimbursement of expenses of, such that or any provision of in-kind benefits and reimbursements provided to you as specified under this Agreement during any calendar Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits or reimbursements to be provided in any other calendar taxable year, other than an except for any medical reimbursement arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), ) of the Internal Revenue Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and any (3) the right to reimbursement or in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything No amount payable pursuant to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments Agreement which constitutes a “deferral of compensation” subject to Section 409A shall be promptly made to Executive following such submission, but in no event later than December 31st paid unless and until you first incur a “separation from service” for purposes of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this AgreementSection 409A. Further, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement that you are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee employee” (as determined by the Company defined in its discretion in accordance with applicable regulations under Code Section 409A) at as of the time date of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s your separation from service, then payment no amount that constitutes a deferral of the amounts so treated as nonqualified deferred compensation which would otherwise be is payable during the six (6)-month period following Executive ’s on account of your separation from service shall be delayed until paid to you before the earlier of date (ithe “Delayed Payment Date”) the first business day which is at least six (6) months and one (1) first day following of the seventh month after the date of your separation from service or, if earlier, the date of your death following such separation from service. All such amounts that would, (ii) but for this Section, become payable prior to the death of ExecutiveDelayed Payment Date will be accumulated and paid on the Delayed Payment Date. This Amendment does not delete, terminate or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate replace any provision of the applicable federal short-term rate under Code Section 1274(d) (Agreement except as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined abovespecifically provided herein.

Section 409A Compliance. It is intended that the provisions of this Agreement comply with or are exempt from Section 409A of the Internal Revenue Code, and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Internal Revenue Code. Notwithstanding anything any other payment schedule provided herein to the contrary contrary, if you are deemed on the termination of your employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Internal Revenue Code, then any payment that is considered deferred compensation under Section 409A of the Internal Revenue Code payable on account of a “separation from service” shall be made on the date which is the earlier of (i) the expiration of the six month period measured from the date of your “separation from service;” and (ii) the date of your death (the “Delay Period”) to the extent required under Section 409A of the Internal Revenue Code. Upon the expiration of the Delay Period, all payments delayed pursuant to the immediately preceding sentence shall be paid to you in this Agreement, in-kind benefits a lump sum and reimbursements provided all remaining payments due under this Agreement shall be paid or provided in accordance with the requirements normal payment dates specified for them herein. For purposes of Treasury Regulation Section 1.409A-3(i)(1)(iv409A of the Internal Revenue Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, such references in this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Internal Revenue Code. For the avoidance of doubt, it is intended that any in-kind benefits and reimbursements provided under this Agreement expense reimbursement made to you hereunder will be exempt from Section 409A of the Internal Revenue Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Internal Revenue Code, then (a) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar taxable year, other than an arrangement providing for (b) the expense reimbursement will be made on or before the last day of medical expenses referred the year following the year in which the expense was incurred; and (c) the right to in Code Section 105(b), and any in-kind benefits and reimbursements shall expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.​ [Signature page follows] ​ ​

Section 409A Compliance. It is intended that the provisions of this Agreement comply with or are exempt from Section 409A of the Internal Revenue Code, and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Internal Revenue Code. Notwithstanding anything any other payment schedule provided herein to the contrary contrary, if you are deemed on the termination of your employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Internal Revenue Code, then any payment that is considered deferred compensation under Section 409A of the Internal Revenue Code payable on account of a “separation from service” shall be made on the date which is the earlier of (i) the expiration of the six month period measured from the date of your “separation from service;” and (ii) the date of your death (the “Delay Period”) to the extent required under Section 409A of the Internal Revenue Code. Upon the expiration of the Delay Period, all payments delayed pursuant to the immediately preceding sentence shall be paid to you in this Agreement, in-kind benefits a lump sum and reimbursements provided all remaining payments due under this Agreement shall be paid or provided in accordance with the requirements normal payment dates specified for them herein. For purposes of Treasury Regulation Section 1.409A-3(i)(1)(iv409A of the Internal Revenue Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, such references in this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Internal Revenue Code. For the avoidance of doubt, it is intended that any in-kind benefits and reimbursements provided under this Agreement expense reimbursement made to you hereunder will be exempt from Section 409A of the Internal Revenue Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Internal Revenue Code, then (a) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar taxable year, other than an arrangement providing for (b) the expense reimbursement will be made on or before the last day of medical expenses referred the year following the year in which the expense was incurred; and (c) the right to in Code Section 105(b), and any in-kind benefits and reimbursements shall expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the [Signature page follows] Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.– Xxxxxxx X. Xxxxxx

Section 409A Compliance. Notwithstanding anything Unless otherwise expressly provided, any payment of compensation by the Company to the contrary Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the fifteenth (15th) day of the third (3rd) month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in this Agreementwhich the Executive’s right to such payment vests (i.e., in-kind benefits is not subject to a “substantial risk of forfeiture” for purposes of Section 409A). Each payment and reimbursements each installment of any bonus or severance payments provided for under this Agreement shall be provided in accordance treated as a separate payment for purposes of application of Section 409A. To the extent any amounts payable by the Company to the Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A) such payments are intended to comply with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv)409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the Exhibit 10.17 earliest date on which it is permitted to be paid under Section 409A and the Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. In the event that any the Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (a) the first (1st) day of the seventh (7th) complete calendar month following such termination of employment, or (b) the Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits and reimbursements subject to Section 409A provided under this Agreement during or, unless otherwise specified in writing, under any calendar year Company program or policy, shall not affect be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits or reimbursements to be provided in during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year, other than an arrangement providing for year following the reimbursement of medical expenses referred to year in Code Section 105(b)which the Executive incurs such expenses, and any the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, (iii) the right to reimbursement or in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to , and (iv) the contrary in this Agreement, reimbursement requests expenses must be timely submitted by incurred, or in-kind benefits provided, during the lifetime of the Executive, unless this Agreement or a Company program or policy provides a shorter period. The Executive and, if timely submitted, reimbursement payments shall be promptly made responsible for the payment of all taxes applicable to Executive following such submission, but in no event later than December 31st payments or benefits received from the Company. It is the intent of the calendar year following Company that the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment this Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code all other plans and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined programs sponsored by the Company be interpreted to comply in its discretion in accordance all respects with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from ; provided, however, the Company and each employer treated as a single employer with shall have no liability to the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which any successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be determined to be applicable to any payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of or benefit received by the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If Executive or any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined abovesuccessor or beneficiary thereof.

Section 409A Compliance. Notwithstanding anything to (i) In the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such event that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements Employee is deemed to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ “specified employee employee” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A409A(a)(2)(B)(i) from of the Company and each employer treated as Code) in accordance with procedures set by the Employer at the time of Employee’s termination hereunder, payment of the amounts described in Sections 6(c) through 6(e) hereof shall be delayed for a period of six months immediately following the Employee’s termination of employment (the “409A Delay Period”). If the Severance Compensation due to the Employee under Section 6(d) is payable in installments, payment of any amounts relating to the 409A Delay Period shall be made to the Employee in a single employer with sum payment on the Company under Code Section 414(b) or (c) (provided that in applying such Sections day immediately following the expiration of the 409A Delay Period and any remaining payments shall be made in accordance with the rules of Treasury Regulations terms specified herein. If the Severance Compensation due to the Employee under Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”6(d) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are is payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as in a single sum payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at to the Employee on the day immediately following the expiration of the 409A Delay Period. The Pro-Rata Incentive Compensation Payment described in Section 6(c) above and the separate bonus payment described in Section 6(e) above shall also be paid to the Employee on the day immediately following expiration of the 409A Delay Period. Any health benefits to which Employee shall become entitled following termination pursuant to Section 6(f) hereof that are treated as nonqualified deferred compensation under Section 409A of the Code shall be provided to Employee during the 409A Delay Period only to the extent that Employee pays the full cost for such time as Executive has benefits during the 409A Delay Period. At the end of the 409A Delay Period, Employer shall promptly reimburse Employee for such paid costs. Employee shall not be entitled to any interest on or in respect of any amounts under Sections 6(c) through 6(e) hereof not paid during the 409A Delay Period or any costs advanced by Employee for benefits under Section 6(f) hereof during the 409A Delay Period. Notwithstanding anything herein to the contrary, the Employee shall only be entitled to receive the amounts set forth under Section 6(c) through 6(e) above if the Employee’s termination of employment constitutes a “separation from service (service” within the meaning of the regulations issued under Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.409A.

Section 409A Compliance. Notwithstanding anything contained herein to the contrary contrary, the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of this Agreement and no payments shall be due to the Executive under this Agreement or any policy or plan of Hercules Offshore, Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be considered to have incurred a “separation from service” from Hercules Offshore, Inc. within the meaning of Section 409A. Notwithstanding anything in this AgreementAgreement to the contrary, in-kind benefits if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409A, the Board, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with Section 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to Section 409A. All reimbursements provided under pursuant to this Agreement shall be provided made in accordance with the requirements of Treasury Regulation Section §1.409A-3(i)(1)(iv), ) such that any in-kind benefits and the reimbursements provided will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under this Agreement Sections 4(b)(v) or as part of the Welfare Benefit Continuation during any calendar the Executive’s taxable year shall may not affect in-kind benefits or reimbursements to be provided the amounts reimbursed in any other calendar yeartaxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), other than an arrangement providing for the reimbursement of medical expenses referred to an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in Code Section 105(b)which the expense was incurred, and any in-kind benefits and reimbursements shall the right to reimbursement is not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive andno compensation or benefits, if timely submittedincluding without limitation any severance payments or benefits, reimbursement payments shall be promptly made paid to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be her termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed until as a result of the earlier of (i) previous sentence, then on the first business day which is at least six (6) months and one (1) day following the date end of such separation from servicesix-month period, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment Company shall be increased for delayed payment based on pay Executive a crediting rate of lump-sum amount equal to the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) cumulative amount that would have otherwise been made) from payable to Executive during such six-month period, plus interest at the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined abovethen-applicable prime rate.

Section 409A Compliance. Notwithstanding anything This Agreement is intended to comply with the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits following or upon a termination of employment (to the contrary extent such payments or benefits are subject to Section 409A) unless such termination also constitutes a “separation from service” within the meaning of Code Section 409A. Any payment otherwise required to be made to Executive on account of the termination of Executive’s employment, to the extent such payment is properly treated as deferred compensation subject to the Section 409A of the Code and the regulations and other applicable guidance issued by the Internal Revenue Service thereunder, and only if the Executive is treated as a “specified employee” within the meaning of Section 409A of the Code at the time of Executive’s termination of employment, shall not be made until the first business day after the expiration of six months from the Termination Date or, if earlier, the date of Executive’s death. On the payment date, as so delayed, there shall be paid to Executive (or Executive’s estate, as the case may be) in a single cash payment an amount equal to the aggregate amount of the payments delayed pursuant to the preceding sentence. Each payment required under this Agreement will be considered a separate payment for purposes of determining the applicability of or exemption from Section 409A. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (i) all expenses or other reimbursements hereunder will be made no later than the time frame set forth in this Agreement, but in any event, on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to reimbursement or in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall will not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) no such earlier date on which payment is permitted under Code Section 409A(a)(2)(B)reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Notwithstanding the foregoing, Executive shall be solely responsible, and such the Company shall have no liability, for the payment shall of any taxes, acceleration of taxes, interest or penalties that may be increased for delayed payment based on incurred under or as a crediting rate result of Section 409A of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined aboveCode.

Section 409A Compliance. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on the Executive of any additional tax, penalty, or interest under Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement above and the parachute payment provisions of Section 11(a) of the Employment Agreement above are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ “specified employee employee” (as determined by the Company Flora Management in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company Flora Management and each employer treated as a single employer with the Company Flora Management under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive Executive’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If “Termination of employment,” “resignation,” or words of similar import, as used in this Agreement means, for purposes of any amount otherwise payable payments under this Agreement by reason that are payments of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code subject to Section 409A), then instead of making such payment upon occurrence 409A of the termination of employmentCode, such payment shall be made at such time as Executive has a the Executive's “separation from service (within service” as defined in Section 409A of the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined aboveCode.

Section 409A Compliance. Notwithstanding anything to the contrary in this Agreement, All in-kind benefits provided and reimbursements provided expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in accordance with this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the requirements last day of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits and reimbursements provided under this Agreement during any calendar or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits or reimbursements to be provided or the expenses eligible for reimbursement in any other calendar taxable year, other than an arrangement providing for the . Such right to reimbursement of medical expenses referred to in Code Section 105(b), and any or in-kind benefits and reimbursements shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything to To the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st extent that any of the calendar year payments or benefits provided for in Section 4(b) are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code”), the following the calendar year in which the expense was incurred. In no event shall Executive be entitled interpretations apply to any reimbursement payments after December 31st Section 4: Any termination of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions Executive’s employment triggering payment of benefits under Section 6 of the Employment Agreement and the parachute payment provisions of 4(b) must constitute a “separation from service” under Section 11(a409A(a)(2)(A)(i) of the Employment Agreement Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are intended reasonably anticipated to be exempt from treatment as nonqualified provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 4 that constitute deferred compensation under Code Section 409A to of the maximum extent permitted by Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferralsTreas. Reg. §1.409A-1(h). If For purposes of clarification, this Section 7(b) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. Further, if the Executive is treated as a “ “specified employee employee” (as determined by that term is used in Section 409A of the Company in its discretion in accordance with applicable Code and regulations under Code Section 409Aand other guidance issued thereunder) at on the time of date his separation from service (within the meaning of Code becomes effective, any benefits payable under Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided 4 that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified constitute non-qualified deferred compensation (within the meaning of Code under Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment 409A of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service Code shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the six-month anniversary of the date of such his separation from serviceservice becomes effective, and (ii) the death date of the Executive’s death, or but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (iiii) such earlier the business day following the six-month anniversary of the date on which payment is permitted under Code Section 409A(a)(2)(B)his separation from service becomes effective, and such payment (ii) the Executive’s death, the Company shall be increased for delayed payment based on pay the Executive in a crediting rate lump sum the aggregate value of the applicable federal shortnon-term rate under Code Section 1274(d) (as determined on qualified deferred compensation that the date(s) payment(s) Company otherwise would have otherwise been madepaid the Executive prior to that date under Section 4(b) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which . It is a life annuity, intended that each installment of the payments and benefits provided under Section 4(b) of this Agreement shall for all purposes of Code Section 409A be treated as a series separate “payment” for purposes of separate payments and not as a single paymentSection 409A of the Code. If any amount otherwise payable under this Agreement by reason of a termination of employment from Neither the Company is treated as nonqualified deferred compensation (within nor the meaning Executive shall have the right to accelerate or defer the delivery of Code any such payments or benefits except to the extent specifically permitted or required by Section 409A), then instead of making such payment upon occurrence 409A of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined aboveCode.

Section 409A Compliance. Notwithstanding anything The Parties agree that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is exempt from, or, if that is not possible, then compliant with the requirements of Section 409A of the Internal Revenue Code (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its managers, members, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as a result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement shall, for purposes of Section 409A of the contrary in this AgreementCode, be treated as a right to a series of separate payments. All reimbursements and in-kind benefits and reimbursements provided under this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv409A of the Code, including the requirement that (i) any reimbursement is for expenses incurred during Your lifetime (or during a shorter period of time specified in this agreement), such that any (ii) the amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided provided, in any other calendar year, other than an arrangement providing for (iii) the reimbursement of medical expenses referred to an eligible expense will be made on or before the last day of the calendar year following the year in Code Section 105(b)which the expense was incurred, and any (iv) the right to reimbursement or in-kind benefits and reimbursements shall is not be subject to liquidation or exchange for another benefit. Notwithstanding Additionally, notwithstanding anything in this Agreement to the contrary contrary, any separation payments under this Agreement (to the extent that they constitute “deferred compensation” under Section 409A of the Code and applicable regulations), and any other amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Your termination, will not be payable or distributable to You by reason of such circumstance unless the circumstances giving rise to such termination meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this Agreementprovision prevents the payment or distribution of any amount or benefit, reimbursement requests must such payment or distribution shall be timely submitted by Executive andmade on the date, if timely submittedany, reimbursement payments shall be promptly made to Executive following such submissionon which an event occurs that constitutes a Section 409A-compliant “separation from service.” In the Exhibit 10.3 event that You are a “specified employee” (as described in Code Section 409A), but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to and any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payment or benefit payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment this Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified constitutes deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such upon Your “separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) ” (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of described in Code Section 409A), then instead of making no such payment upon occurrence of the termination of employment, such payment or benefit shall be made at such time as Executive has a before the date that is six (6) months after Your “separation from service service” (within or, if earlier, the meaning date of Code Section 409AYour death). Any payment or benefit delayed by reason of the prior sentence (the “Delayed Payment”) from the Company and each employer treated as shall be paid out or provided in a single employer with lump sum at the Company, as determined aboveend of such required delay period in order to catch up to the original payment schedule.

Section 409A Compliance. Notwithstanding anything to Section 409A of the contrary in this AgreementCode imposes an additional 20% tax, inplus interest, on payments from “non-kind benefits and reimbursements provided qualified deferred compensation plans.” Certain payments under this Agreement shall could be provided in accordance considered to be payments under a “non-qualified deferred compensation plan.” The additional 20% tax and interest do not apply if the payment qualifies for an exception to the requirements of Section 409A or complies with the requirements of Section 409A. The Company believes, but does not and cannot warrant or guaranty, that the payments due pursuant to this Agreement qualify for the short-term deferral exception to Section 409A as set forth in Treasury Regulation Section 1.409A-3(i)(1)(iv1.409A-1(b)(4), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made the Company determines that neither the short-term deferral exception nor any other exception to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything Section 409A applies to the contrary in payments due pursuant to this Agreement, to the maximum extent permitted by applicable lawany payments are due on the Grantee’s termination of employment, amounts payable to Executive pursuant to the severance pay provisions term “termination of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt employment” shall mean “separation from treatment service” as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under defined in Treasury Regulation Section 1.409A-1(b)(9) 1.409A-1(h). In addition, if Grantee is a “specified employee” (separation pay plans) or as defined in Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals1.409A-1(i). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) payments due pursuant to this Agreement are payable under this Agreement by reason of Executiveon the Grantee’s “separation from service, ,” then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service such payments shall be delayed until the earlier of (i) paid on the first business day which is at least six (6) months and one (1) day following the date expiration of such the six month period following the Grantee’s “separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment .” This Agreement shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code operated in compliance with Section 409A be treated as a series or an exception thereto and each provision of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within interpreted, to the meaning of Code extent possible, to comply with Section 409A) from 409A or to qualify for an applicable exception. The Grantee remains solely responsible for any adverse tax consequences imposed upon the Company and each employer treated as a single employer with the Company, as determined above.Grantee by Section 409A.

Section 409A Compliance. Notwithstanding anything This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If you die following your date of termination and prior to the contrary in this Agreementpayment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of your estate within 30 days after the date of your death. All reimbursements and in-kind benefits and reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv)409A of the Code, such including, without limitation, that any in-kind benefits and (a) in no event shall reimbursements provided by the Corporation under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st the end of the calendar year next following the calendar year in which the expense was applicable fees and expenses were incurred. In no event , provided, that you shall Executive be entitled to any reimbursement payments after December 31st have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (b) the expense was incurred. Notwithstanding anything amount of in-kind benefits that the Corporation is obligated to pay or provide in any given calendar year shall not affect the contrary in-kind benefits that the Corporation is obligated to pay or provide in any other calendar year; (c) your right to have the Corporation pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (d) in no event shall the Corporation's obligations to make such reimbursements or to provide such in-kind benefits apply later than your remaining lifetime (or if longer, through the 20th anniversary of the date of this Agreement, to ). Within the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent time period permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company Corporation may, in its discretion in accordance consultation with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3)you, the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under modify this Agreement, other than a payment which is a life annuityin the least restrictive manner necessary and without any diminution in the value of the payments to you, shall for all purposes in order to cause the provisions of Code this Agreement to comply with the requirements of Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination Code, so as to avoid the imposition of employment, such payment shall be made at such time as Executive has a separation from service (within taxes and penalties on you pursuant to Section 409A of the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined aboveCode.

Section 409A Compliance. Notwithstanding anything (a) It is intended that any amounts payable to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing CVV Trustees pursuant hereto will qualify for the reimbursement of medical expenses referred to in Code Section 105(b), “short-term deferral exemption” and any in-kind benefits and reimbursements shall thus not be subject to liquidation penalties or exchange for another benefitadditional tax under Internal Revenue Code Section 409A (or any amendment thereof or successor provision thereto)(“Section 409A”). Notwithstanding anything The provisions hereof and of all other agreements or arrangements applicable to the contrary CVV Trustees will be interpreted and construed in favor of their meeting this Agreement, reimbursement requests must be timely submitted by Executive andexemption and/or any applicable requirements of Section 409A. Notwithstanding the foregoing, if timely submitted, reimbursement payments shall be promptly any Incentive Compensation payment due or made to Executive following any CVV Trustee is subject to penalties or additional tax under Section 409A, then such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event CVV Trustee shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year receive an indemnification payment ( “Section 409A Indemnification Payment”) in which the expense was incurred. Notwithstanding anything an amount equal to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions sum of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of Section 409A penalties and additional tax attributable to any such separation from serviceIncentive Compensation payment, (ii2) any federal, state and local income taxes, employment taxes (including FICA) or other taxes payable by such CVV Trustee with respect to the death of ExecutiveSection 409A Indemnification Payment (including, or without limitation, amounts received pursuant to clauses (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B1), (2) and (3) of this Section 3.02(a)), plus (3) reimbursement for attorneys’ fees actually and reasonably incurred by such payment CVV Trustee in contesting the application of Section 409A, in order to put the CVV Trustee in the same position he would have been in if the Section 409A penalties and additional tax did not apply to such Incentive Compensation payment. Any Section 409A Indemnification Payment to a CVV Trustee shall be increased for delayed payment based on a crediting rate subject to the condition that the CVV Trustee act in good faith compliance with Section 409A (provided, however, that such good faith compliance shall not require any action that would alter the economic substance of this Agreement). That portion of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A Indemnification Payment provided for in clauses (1) and (2) of this Section 3.02(a) shall be treated as a series of separate payments paid to such CVV Trustee not less than ten (10) business days prior to the CVV Trustee remitting the related taxes and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A)penalties, then instead of making such payment upon occurrence and that portion of the termination Section 409A Indemnification Payment provided for in clause (3) of employment, such payment this Section 3.02(a) shall be made at paid to such time as Executive has a separation from service CVV Trustee no later than thirty (within 30) days after the meaning of Code Section 409A) from CVV Trustee incurs the Company and each employer treated as a single employer with the Company, as determined aboveattorneys’ fees.

Section 409A Compliance. Notwithstanding anything This Agreement is intended to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all Treasury Regulations and guidance promulgated thereunder (“Code Section 409A”) and to the contrary maximum extent permitted the Agreement shall be limited, construed and interpreted in accordance with such intent. Notwithstanding any other provision of this AgreementAgreement to the contrary, to the extent that any reimbursement of expenses or in-kind benefits and reimbursements provided constitutes “deferred compensation” under this Agreement Code Section 409A, such reimbursement or benefit shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st 31 of the calendar year following the calendar year in which the expense was incurred. In The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year. The Company shall have no event liability to Executive if this Agreement or any amounts paid or payable hereunder are subject to Code Section 409A or the additional tax thereunder. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall Executive be entitled treated as a right to any reimbursement receive a series of separate payments after December 31st of the calendar year following the calendar year in which the expense was incurredand, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Notwithstanding anything any other provision of this Agreement to the contrary contrary, if at the time of Executive’s separation from service (as defined in this AgreementCode Section 409A), to Executive is a “Specified Employee”, then the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Company will defer the severance pay provisions payment or commencement of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as any nonqualified deferred compensation subject to Code Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six (6) months following separation from service or, if earlier, the earliest other date as is permitted under Code Section 409A to (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the maximum extent permitted by day after the Code and applicable Treasury Regulationsexpiration of the six (6) month period or such shorter period, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferralsif applicable). If Executive is treated as will be a “ specified employee “Specified Employee” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time for purposes of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason if, on the date of Executive’s separation from service, then payment Executive is an individual who is, under the method of determination adopted by the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of ExecutiveCompany designated as, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B)within the category of executives deemed to be, and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (“Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of Code Section 409A), then instead of making such payment upon occurrence and effects of the termination of employment, change in such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined abovedetermination.

Section 409A Compliance. Notwithstanding anything This Agreement is intended to satisfy the requirements of Code Section 409A, including any transition relief available under applicable guidance related to Code Section 409A. The Agreement may be amended or interpreted by the Employer as it determines necessary or appropriate in accordance with Code Section 409A and to avoid a failure under Code Section 409A(1). The Employer shall have the authority to delay the commencement of all or a part of the payments to Executive under Section 4 if Executive is a “key employee” of the Employer (as determined by the Employer in accordance with procedures established by the Employer that are consistent with Section 409A) to a date which is six months and one day after the date of Executive’s termination of employment (and on such date the payments that would otherwise have been made during such six-month period shall be made) to the contrary in this Agreementextent (but only to the extent) such delay is required under the provisions of Section 409A to avoid imposition of additional income and other taxes, provided that the Employer and Executive agree to take into account any transitional rules and exemption rules available under Section 409A. Notwithstanding any other provision of the applicable plans and programs, all reimbursements and in-kind benefits and reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv)409A, such including, where applicable, the requirement that any in-(i) the amount of expenses eligible for reimbursement and the provision of benefits in kind benefits and reimbursements provided under this Agreement during any a calendar year shall not affect the expenses eligible for reimbursement or the provision of in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for ; (ii) the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not for an eligible expense will be subject to liquidation made on or exchange for another benefit. Notwithstanding anything to before the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st last day of the calendar year following the calendar year in which the expense was is incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or ; (iii) such earlier date on which the right to reimbursement or right to in-kind benefit is not subject to liquidation or exchange for any other benefit; and (iv) each reimbursement payment is permitted under Code Section 409A(a)(2)(B), and such payment or provision of in-kind benefit shall be increased for delayed payment based on a crediting rate one of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments (and not each shall be construed as a single separate identified payment. If any amount otherwise payable under this Agreement by reason ) for purposes of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.409A.”

Section 409A Compliance. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided Payments under this Agreement (the “Payments”) shall be provided designed and operate in accordance with such a manner that they are either exempt from the application of, or comply with, the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv)409A, such that and the regulations, applicable case law and administrative guidance related to same. All Payments shall be, under all circumstances, deemed to come from an unfunded plan. Further, notwithstanding any in-kind benefits and reimbursements provided under provision in this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar yearthe contrary, other than an arrangement providing for the reimbursement of medical expenses referred all Payments subject to in Code Section 105(b), and any in-kind benefits and reimbursements shall 409A will not be accelerated in time or schedule. In addition, all Severance Payments, including Change of Control Severance Payments, that are deferred compensation and subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must 409A will only be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of upon a “separation from service” (as that term is defined at Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a1.409A-1(h) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer from all other corporations and trades or businesses, if any, that would be treated as a single employer “service recipient” with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under . All references in this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment shall be construed to require a “separation from service.” Furthermore, and notwithstanding any provisions of this Agreement to the contrary, if all or any portion of the Payments and/or benefits due under this Section 4 are determined to be “non-qualified deferred compensation” subject to Section 409A and Company determines that Executive is treated a “specified employee” as nonqualified deferred compensation (within defined in Section 409A(a)(2)(B)(i) of the meaning of Code Section 409A)and the final regulations promulgated thereunder, and other guidance issued thereunder, then instead of making such payment upon occurrence Payments and/or benefits (or a portion thereof) shall commence no earlier than the first day of the seventh month following Executive’s termination of employment, with the first payment being a lump-sum equal to the aggregate Payments and/or benefits Executive would have received during such six-month period if no such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.delay had been imposed. AMENDED AND RESTATED CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT/XXXXXXX — Page 8

Section 409A Compliance. Notwithstanding anything This Agreement is intended to comply with the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits following or upon a termination of employment (to the contrary extent such payments or benefits are subject to Section 409A) unless such termination also constitutes a “separation from service” within the meaning of Code Section 409A. Any payment otherwise required to be made to Executive on account of the termination of Executive’s employment, to the extent such payment is properly treated as deferred compensation subject to the Section 409A of the Code and the regulations and other applicable guidance issued by the Internal Revenue Service thereunder, and only if the Executive is treated as a “specified employee” within the meaning of Section 409A of the Code at the time of his termination of employment, shall not be made until the first business day after the expiration of six months from the Termination Date or, if earlier, the date of Executive’s death. On the payment date, as so delayed, there shall be paid to Executive (or Executive’s estate, as the case may be) in a single cash payment an amount equal to the aggregate amount of the payments delayed pursuant to the preceding sentence. Each payment required under this Agreement will be considered a separate payment for purposes of determining the applicability of or exemption from Section 409A. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (i) all expenses or other reimbursements hereunder will be made no later than the time frame set forth in this Agreement, but in any event, on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to reimbursement or in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall will not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) no such earlier date on which payment is permitted under Code Section 409A(a)(2)(B)reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Notwithstanding the foregoing, Executive shall be solely responsible, and such the Company shall have no liability, for the payment shall of any taxes, acceleration of taxes, interest or penalties that may be increased for delayed payment based on incurred under or as a crediting rate result of Section 409A of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined aboveCode.

Section 409A Compliance. Notwithstanding anything This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If you die following your date of termination and prior to the contrary in this Agreementpayment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of your estate within 30 days after the date of your death. All reimbursements and in-kind benefits and reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv)409A of the Code, such including, without limitation, that any in-kind benefits and (a) in no event shall reimbursements provided by the Corporation under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st the end of the calendar year next following the calendar year in which the expense was applicable fees and expenses were incurred. In no event , provided, that you shall Executive be entitled to any reimbursement payments after December 31st have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (b) the expense was incurred. Notwithstanding anything amount of in-kind benefits that the Corporation is obligated to pay or provide in any given calendar year shall not affect the contrary in-kind benefits that the Corporation is obligated to pay or provide in any other calendar year; (c) your right to have the Corporation pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (d) in no event shall the Corporation’s obligations to make such reimbursements or to provide such in-kind benefits apply later than your remaining lifetime (or if longer, through the 20th anniversary of the date of this Agreement, to ). Within the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent time period permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company Corporation may, in its discretion in accordance consultation with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3)you, the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under modify this Agreement, other than a payment which is a life annuityin the least restrictive manner necessary and without any diminution in the value of the payments to you, shall for all purposes in order to cause the provisions of Code this Agreement to comply with the requirements of Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination Code, so as to avoid the imposition of employment, such payment shall be made at such time as Executive has a separation from service (within taxes and penalties on you pursuant to Section 409A of the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined aboveCode.

Section 409A Compliance. Notwithstanding anything any provision in this Grant Agreement or the Plan to the contrary in contrary, this Agreement, in-kind benefits and reimbursements provided under this Grant Agreement shall be provided interpreted and administered in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st 409A of the calendar year following the calendar year in which the expense was incurredInternal Revenue Code and regulations and other guidance issued thereunder. In no event shall Executive be entitled to For purposes of determining whether any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive payment made pursuant to the severance pay provisions this Grant Agreement results in a "deferral of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (compensation" within the meaning of Code Section 409A) from Treasury Regulation §1.409A-1(b), H&R Block shall maximize the Company and each employer treated exemptions described in such section, as applicable. Any reference to a “termination of employment” or similar term or phrase shall be interpreted as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percentseparation from service” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are 409A and the regulations issued thereunder. If any deferred compensation payment is payable under this Agreement by reason of Executive’s due to separation from serviceservice for any reason other than death, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service such amount shall be delayed until the earlier for a period of (i) six months and paid in a lump sum on the first business day which is at least six (6) months and one (1) day payroll payment date following the date expiration of such separation from servicesix month period. To the extent any payments under this Grant Agreement are made in installments, (ii) each installment shall be deemed a separate payment for purposes of Section 409A and the death regulations issued thereunder. A Participant or beneficiary, as applicable, shall be solely responsible and liable for the satisfaction of Executiveall taxes and penalties that may be imposed on the Participant or beneficiary in connection with any payments to such Participant or beneficiary pursuant to this Grant Agreement, or (iii) such earlier date on which payment is permitted including but not limited to any taxes, interest and penalties under Code Section 409A(a)(2)(B)409A, and neither H&R Block nor any of its affiliates shall have any obligation to indemnify or otherwise hold a Participant or beneficiary harmless from any and all of such payment shall be increased for delayed payment based on a crediting rate taxes and penalties. In consideration of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision said Award and the date payment is actually mademutual covenants contained herein, the parties agree to the terms set forth above. Any series of payments due under The parties hereto have executed this Grant Agreement. Participant Name: [Participant Name] Date Signed: [Acceptance Date] H&R BLOCK, other than a payment which is a life annuityINC. By: Xxxxxxx X. Xxxx President and Chief Executive Officer H&R Block Inc., shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this 2003 Long-Term Executive Compensation Plan Grant Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation – Market Stock Units (within the meaning of Code Section 409A2012), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.

Section 409A Compliance. Notwithstanding anything any provision in this Grant Agreement or the Plan to the contrary in contrary, this Agreement, in-kind benefits and reimbursements provided under this Grant Agreement shall be provided interpreted and administered in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st 409A of the calendar year following the calendar year in which the expense was incurredInternal Revenue Code and regulations and other guidance issued thereunder. In no event shall Executive be entitled to For purposes of determining whether any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive payment made pursuant to the severance pay provisions this Grant Agreement results in a "deferral of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (compensation" within the meaning of Code Section 409A) from Treasury Regulation §1.409A-1(b), H&R Block shall maximize the Company and each employer treated exemptions described in such section, as applicable. Any reference to a “termination of employment” or similar term or phrase shall be interpreted as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percentseparation from service” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are 409A and the regulations issued thereunder. If any deferred compensation payment is payable under this Agreement by reason of Executive’s due to separation from serviceservice for any reason other than death, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service such amount shall be delayed until the earlier for a period of (i) six months and paid in a lump sum on the first business day which is at least six (6) months and one (1) day payroll payment date following the date expiration of such separation from servicesix month period. To the extent any payments under this Grant Agreement are made in installments, (ii) each installment shall be deemed a separate payment for purposes of Section 409A and the death regulations issued thereunder. A Participant or beneficiary, as applicable, shall be solely responsible and liable for the satisfaction of Executiveall taxes and penalties that may be imposed on the Participant or beneficiary in connection with any payments to such Participant or beneficiary pursuant to this Grant Agreement, or (iii) such earlier date on which payment is permitted including but not limited to any taxes, interest and penalties under Code Section 409A(a)(2)(B)409A, and neither H&R Block nor any of its affiliates shall have any obligation to indemnify or otherwise hold a Participant or beneficiary harmless from any and all of such payment shall be increased for delayed payment based on a crediting rate taxes and penalties. In consideration of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision said Award and the date payment is actually mademutual covenants contained herein, the parties agree to the terms set forth above. Any series of payments due under The parties hereto have executed this Grant Agreement. H&R Block Inc., other than a payment which is a life annuity2003 Long-Term Executive Compensation Plan Grant Agreement – Performance Share Units (2012) Participant Name: [Participant Name] Date Signed: [Acceptance Date] H&R BLOCK, shall for all purposes of Code Section 409A be treated as a series of separate payments INC. By: Xxxxxxx X. Xxxx President and not as a single payment. If any amount otherwise payable under this Chief Executive Officer H&R Block Inc., 2003 Long-Term Executive Compensation Plan Grant Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation – Performance Share Units (within the meaning of Code Section 409A2012), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.

Section 409A Compliance. This section applies notwithstanding any other provision of this Agreement. This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), including the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding anything to the contrary in any other provision of this Agreement, 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. Any payments under this Agreement that may be excluded from Section 409A as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Director on account of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefits and reimbursements benefit provided under this Agreement shall be provided in accordance with the requirements following: (i) the amount of Treasury Regulation Section 1.409A-3(i)(1)(iv)expenses eligible for reimbursement, such that any or in-kind benefits and reimbursements provided under this Agreement provided, during any each calendar year shall cannot affect the expenses eligible for reimbursement, or in-kind benefits or reimbursements to be provided provided, in any other calendar year, other than an arrangement providing for the ; (ii) any reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements an eligible expense shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything paid to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st Director on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. In no event Any tax gross-up payments provided under this Agreement shall Executive be entitled paid to any reimbursement payments after the Director on or before December 31st 31 of the calendar year immediately following the calendar year in which the expense was incurredDirector remits the related taxes. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable A distribution under this Agreement by reason of Executive’s separation from service, then payment of the amounts so will be treated as nonqualified deferred compensation which would otherwise be payable during made on the six (6)-month period following Executive ’s separation from service shall be delayed until designated payment date if the earlier of payment is made (i) at such date or a later date within the first business same calendar year, or if later, by the 15th day which is at least six (6) months and one (1) day of the third month following the date of such separation from service, designated in the Agreement or (ii) at a date no earlier than 30 days before the death designated payment date. In no event may the Director, directly or indirectly, designate the year of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.

Section 409A Compliance. Notwithstanding anything to To the contrary in this Agreementfullest extent applicable, in-kind amounts and benefits and reimbursements provided payable under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as the definition of “nonqualified deferred compensation compensation” under Code Section 409A to the maximum extent permitted by of the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with one or more of the exemptions available under Section 409A of the Code. To the extent that any such amount or benefit is or becomes subject to Section 409A of the Code due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation, this Agreement is intended to comply with the applicable regulations under requirements of Section 409A of the Code Section 409A) at with respect to such amounts or benefits. This Agreement shall be interpreted and administered to the time extent possible in a manner consistent with the foregoing statement of his separation from service intent. Notwithstanding anything in this Agreement or elsewhere to the contrary, if the Participant is a Specified Employee (within the meaning of Code Section 409A409A(a)(2)(B)(i) from of the Code, and as determined by the Company) on the date of termination of the Executive's employment and the Company and each employer treated as a single employer with the Company under Code Section 414(b) reasonably determines that any amount or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are benefit payable under this Agreement by reason of Executivepayable due to the Participant’s separation from service, then payment within the meaning of Section 409A(a)(2)(A)(i) of the amounts so treated as Code (“Separation Date”), constitutes nonqualified deferred compensation which would otherwise be payable during that will subject the six Participant to “additional tax” under Section 409A(a)(1)(B) of the Code (6)-month period following Executive ’s separation from service together with any interest or penalties imposed with respect to, or in connection with, such tax, a “409A Tax”) with respect to the payment of such amount or benefit if paid or provided at the time specified in this Agreement, then the payment provision thereof shall be delayed until the earlier of (i) postponed to the first business day which is at least following the six (6) months and one (1) day following month anniversary of the Participant’s Separation Date or, if earlier, the date of such separation from servicethe Participant’s death. Executed as of ________________. National Retail Properties, (ii) Inc. By: Name: Title: I have read the death Agreement and the Plan and agree to the terms of Executivethis Stock Award, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B)including, but not limited to, the vesting terms provided in Sections 3 and 4, and the provisions of Section 9. I acknowledge and accept that such payment shall vesting terms may be increased different than vesting terms described in my Employment Agreement and that the vesting terms provided for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under in this Agreement by reason of a termination of employment from shall control the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.Stock Award granted hereunder. Participant: By: Name: Appendix A

Section 409A Compliance. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive Executive’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.

Section 409A Compliance. Notwithstanding anything to It is intended that the contrary in this Agreement, in-kind benefits and reimbursements provided under provisions of this Agreement shall comply with Section 409A of the Internal Revenue Code, as amended (the “Code”), and all provisions of this Agreement will be provided construed and interpreted in accordance a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of Treasury Regulation the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 1.409A-3(i)(1)(iv409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, such references in this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Code. For the avoidance of doubt, it is intended that any in-kind benefits and reimbursements provided under this Agreement expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar taxable year, other than an arrangement providing for (ii) the expense reimbursement will be made on or before the last day of medical expenses referred to the year following the year in Code Section 105(b)which the expense was incurred, and any in-kind benefits and reimbursements shall (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. Notwithstanding anything If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st first day of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following includes the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within regardless of when the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined aboverelease is signed.

Section 409A Compliance. Notwithstanding anything Section 409A of the Code imposes an additional 20% tax, plus interest, on payments from “non-qualified deferred compensation plans.” Certain payments under this Grant Agreement could be considered to be payments under a “non-qualified deferred compensation plan.” The additional 20% tax and interest do not apply if the payment qualifies for an exception to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance requirements of Section 409A or complies with the requirements of Section 409A. The Company believes, but does not and cannot warrant or guaranty, that the payments due pursuant to this Grant Agreement qualify for the short-term deferral exception to Section 409A of the Code as set forth in Treasury Regulation Section 1.409A-3(i)(1)(iv1.409A-1(b)(4), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Grant Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made the Company determines that neither the short-term deferral exception nor any other exception to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything Section 409A applies to the contrary in payments due pursuant to this Grant Agreement, to the maximum extent permitted by applicable lawany payments are due on the Grantee’s termination of employment, amounts payable to Executive pursuant to the severance pay provisions term “termination of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt employment” shall mean “separation from treatment service” as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under defined in Treasury Regulation Section 1.409A-1(b)(9) 1.409A-1(h). In addition, if Grantee is a “specified employee” (separation pay plans) or as defined in Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals1.409A-1(i). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) payments due pursuant to this Grant Agreement are payable under this Agreement by reason of Executiveon the Grantee’s “separation from service, ,” then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service such payments shall be delayed until the earlier of (i) paid on the first business day which is at least six (6) months and one (1) day following the date expiration of such the six month period following the Grantee’s “separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment .” This Grant Agreement shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code operated in compliance with Section 409A be treated as a series or an exception thereto and each provision of separate payments and not as a single payment. If any amount otherwise payable under this Grant Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within interpreted, to the meaning of Code extent possible, to comply with Section 409A) from 409A or to qualify for an applicable exception. The Grantee remains solely responsible for any adverse tax consequences imposed upon the Company and each employer treated as a single employer with the Company, as determined above.Grantee by Section 409A.

Section 409A Compliance. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement above and the parachute payment provisions of Section 11(a) of the Employment Agreement above are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ "specified employee ” employee" (as determined by the Company Playa Resorts in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his her separation from service (within the meaning of Code Section 409A) from the Company Playa Resorts and each employer treated as a single employer with the Company Playa Resorts under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(31.409A- 1(h)(3), the language “"at least 50 percent” " shall be used instead of “"at least 80 percent”") and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s 's separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s Executive's separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B409A(a)(2)(8), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-short term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company Playa Resorts is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company Playa Resorts and each employer treated as a single employer with the CompanyPlaya Resorts, as determined above.

Section 409A Compliance. Notwithstanding anything to the contrary in this 6.1. This Employee Agreement, in-kind benefits including Appendix B hereto, is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended and reimbursements the regulations promulgated thereunder ("Section 409A") or an exemption thereunder and shall be construed and administered in accordance therewith. Notwithstanding any other provision of this Employee Agreement or Appendix B, payments provided under this Employee Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption thereunder. Any payments under this Employee Agreement or Appendix B that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral (or other applicable exemption) shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt excluded from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by possible. To the Code extent that any payment or benefit described in this Employee Agreement or Appendix B constitutes “non-qualified deferred compensation” under Section 409A of the Code, and applicable Treasury Regulations, including exemptions to the extent that such payment or benefit is payable upon the Employee’s termination of employment then such payment or benefit is only payable upon the Employee’s "separation from service" under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as 409A. The determination of whether and when a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and has occurred shall be made in accordance with the rules presumptions set forth in Treasury Regulation Section 1.409A-1(h). Each payment pursuant to this Employee Agreement is intended to constitute a separate payment for purposes of Treasury Regulations Regulation Section 1.409A-1(h)(31.409A-2(b)(2). Notwithstanding the foregoing, the language “at least 50 percent” shall be used instead of “at least 80 percent”) Company makes no representations that the payments and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable benefits provided under this Employee Agreement by reason of Executive’s separation from service, then payment of comply with Section 409A and in no event shall the amounts so treated as nonqualified deferred compensation which would otherwise Company be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall liable for all purposes or any portion of Code any taxes, penalties, interest or other expenses that may be incurred by the Employee on account of non-compliance with Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.409A.

Section 409A Compliance. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding anything to the contrary in any other provision of this Agreement, inpayments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-kind benefits and reimbursements term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be provided in accordance with treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv)foregoing, such the Company makes no representations that any in-kind the payments and benefits and reimbursements provided under this Agreement during comply with Section 409A and in no event shall the Company be liable for all or any calendar year shall not affect inportion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-kind benefits or reimbursements to be provided in compliance with Section 409A. Notwithstanding any other calendar year, other than an arrangement providing for the reimbursement provision of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive andif at the time of Executive's termination of employment, if timely submittedhe is a “specified employee”, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time , any payments and benefits provided under this Agreement that constitute "nonqualified deferred compensation" subject to Section 409A that are provided to Executive on account of his separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of Executive's termination date (within “Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be paid in a lump sum on the meaning of Code Section 409A) from the Company Specified Employee Payment Date without interest and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and thereafter, any remaining payments shall be paid without delay in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3)original payment schedule. If Executive dies during the six-month period, the language “at least 50 percent” any delayed payments shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of paid to Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of 's estate in a lump sum upon Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above's death.

Section 409A Compliance. Notwithstanding anything It is intended that the Employment Agreement shall comply with Section 409A of the Code (and any regulations and guidelines issued thereunder) to the contrary extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If any additional amendments are necessary for the Agreement to comply with Section 409A, the parties hereto shall negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act, pursuant to this AgreementSection 10 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. With regard to any provision herein the provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code: (i) the right to reimbursement or in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything ; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause: (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the contrary period the arrangement is in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement effect; and (iii) such payments shall be promptly made to Executive following such submission, but in no event later than December 31st on or before the last day of the calendar Executive's taxable year following the calendar taxable year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.

Section 409A Compliance. Notwithstanding anything This Agreement is intended to comply with (or be exempt from, including as a “short-term deferral” under) Internal Revenue Code Section 409A (“Section 409A”), and the contrary in this Agreement, in-kind benefits and reimbursements provided under provisions of this Agreement shall be provided in accordance with construed accordingly. To the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such extent that any in-kind benefits and or reimbursements provided under pursuant to this Agreement during are taxable and constitute deferred compensation subject to Section 409A, any calendar reimbursement payment due shall be paid on or before the last day of the Consultant’s taxable year shall not affect following the taxable year in which the related expense was incurred. In addition, any such in-kind benefits benefit or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall is not be subject to liquidation or exchange for another benefitbenefit and the amount of such benefit or reimbursement that the Consultant receives in one taxable year shall not affect the amount of such benefits and reimbursements that the Consultant receives in any other taxable year. The Consultant agrees to promptly submit and document any reimbursable expenses in accordance with the ​ ​ Company’s reasonable expense reimbursement policies for consultants in order to facilitate the timely reimbursement of such expenses. Notwithstanding anything to the contrary in any other provision of this Agreement, reimbursement requests must be timely submitted by Executive and(i) the Company makes no representation to the Consultant about the effect of Section 409A on the provisions of this Agreement or any other compensation arrangement of the Consultant, and the Company will have no liability to the Consultant in the event that either of them becomes subject to taxation (including taxes, penalties, and interest) under Section 409A (other than any reporting and/or withholding obligations that the Company may have under applicable tax law) or in the event either of them incurs other expenses on account of non-compliance or alleged non-compliance with Section 409A; (ii) if timely submittedany other payments of money or provision of other benefits due to the Consultant hereunder could cause the application of an accelerated or additional tax under Section 409A, reimbursement such payments or other benefits shall be promptly made to Executive following deferred if deferral will make such submissionpayment or other benefits compliant under Section 409A, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event or otherwise, such payment or other benefits shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreementrestructured, to the maximum extent permitted by applicable lawpossible, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as in a “ specified employee ” (as manner determined by the Company that does not cause such an accelerated or additional tax; (iii) to the extent required in its discretion in accordance with applicable regulations order to avoid accelerated taxation and/or tax penalties under Code Section 409A, the Consultant will not be considered to have terminated services with the Company for purposes of this Agreement, and no payment shall be due to the Consultant under this Agreement, until the Consultant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A; (iv) each amount to be paid or benefit to be provided to the Consultant pursuant to this Agreement, which constitutes deferred compensation subject to Section 409A, shall be construed as a separate identified payment for purposes of Section 409A; and (v) if the Consultant is a “specified employee” within the meaning of Section 409A at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of ExecutiveConsultant’s separation from service, then payment of to the extent the Consultant agrees it is required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts so treated as nonqualified deferred compensation which would otherwise be payable during upon the six (6)-month period following Executive Consultant’s separation from service shall be delayed until the earlier of (i) the first business day which is at least date six (6) months and one (1) day following after the date of such Consultant’s separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.

Section 409A Compliance. Section 409A of the Code imposes an additional 20% tax, plus interest, on payments from “non-qualified deferred compensation plans.” Certain payments under this Grant Agreement could be considered to be payments under a “non-qualified deferred compensation plan.” The additional 20% tax and interest do not apply if the payment qualifies for an exception to the requirements of Section 409A or complies with the requirements of Section 409A. The Company believes, but does not and cannot warrant or guaranty, that the payments due pursuant to this Grant Agreement comply with, or are exempt from, the requirements of Section 409A. Notwithstanding anything to the contrary in this Grant Agreement, inif the Company determines that neither the short-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in term deferral exception nor any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred exception to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything 409A applies to the contrary in payments due pursuant to this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Grant Agreement, to the maximum extent permitted by applicable lawany payments are due on the Grantee’s termination of employment, amounts payable to Executive pursuant to the severance pay provisions term “termination of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt employment” shall mean “separation from treatment service” as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under defined in Treasury Regulation Section 1.409A-1(b)(91.409A-1(h) (separation pay plans) or and to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, a Change in Control shall not be deemed to have occurred unless and until a “change in control event” as defined in Treasury Regulation Section 1.409A-1(b)(41.409A-3(i)(5)(i) (short-term deferrals)has occurred. If Executive In addition, if the Grantee is treated as a “ “specified employee employee” (as determined by the Company defined in its discretion in accordance with applicable regulations under Code Treasury Regulation Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(31.409A-1(i), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) payments due pursuant to this Grant Agreement are payable under this Agreement by reason of Executiveon the Grantee’s “separation from service, ,” then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service such payments shall be delayed until the earlier of (i) paid on the first business day which is at least six (6) months and one (1) day following the date expiration of such the six month period following the Grantee’s “separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment .” This Grant Agreement shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code operated in compliance with Section 409A be treated as a series or an exception thereto and each provision of separate payments and not as a single payment. If any amount otherwise payable under this Grant Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within interpreted, to the meaning of Code extent possible, to comply with Section 409A) from 409A or to qualify for an applicable exception. The Grantee remains solely responsible for any adverse tax consequences imposed upon the Company and each employer treated as a single employer with the Company, as determined above.Grantee by Section 409A.

Section 409A Compliance. This Agreement is intended to be exempt from or otherwise comply with the provisions of Section 409A of the Code. Notwithstanding anything the foregoing, if the Restricted Stock Unit Award constitutes “deferred compensation” under Section 409A of the Code and the Restricted Stock Unit Award become vested and settled upon the Participant’s termination of employment, payment with respect to the contrary Restricted Stock Unit Award shall be delayed for a period of six months after the Participant’s termination of employment if the Participant is a “specified employee” as defined under Section 409A of the Code and if required pursuant to Section 409A of the Code. If payment is delayed, the Restricted Stock Unit Award shall be paid within thirty (30) days of the date that is the six-month anniversary of the Participant’s termination of employment. Payments made with respect to this Agreement may only be made in this Agreementa manner and upon an event permitted by Section 409A of the Code, in-kind benefits and reimbursements provided all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” (within the meaning of such term under section 409A of the Code) and each payment made under this Agreement shall be provided in accordance with treated as a separate payment, and the requirements right to a series of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided installment payments under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made treated as a right to Executive following such submission, but in no event later than December 31st a series of the calendar year following the calendar year in which the expense was incurredseparate payments. In no event shall Executive be entitled to any reimbursement payments after December 31st of the Participant, directly or indirectly, designate the calendar year following of payment. The Company may change or modify the calendar year terms of this Agreement without the Participant’s consent or signature if the Company determines, in which its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the expense was incurredrequirements of Section 409A of the Code or any regulations or other guidance issued thereunder. Notwithstanding anything the previous sentence, the Company may also amend the Plan or this Agreement or revoke the Restricted Stock Unit Award to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined abovePlan.

Section 409A Compliance. Notwithstanding anything to It is the contrary in parties’ intention that the various applicable provisions of this Agreement, in-kind benefits and reimbursements provided under Agreement either are exempt from Section 409A of the Code or satisfy the requirements of Section 409A of the Code. The parties agree that this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulationsinterpreted accordingly, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals)without limitation the following provisions. If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (the Executive’s termination of employment with the Company, the Executive is a "specified employee" within the meaning of Section 409A of the Code and the final regulations and any other guidance promulgated thereunder, no Severance Benefit that may be considered deferred compensation under Section 409A409A of the Code and that is payable on account of the Executive’s Separation from Service may be paid prior to the earlier of: (i) the expiration of the six-month period measured from the Company and each employer treated as a single employer with date of the Company Executive’s Separation from Service under Code Section 414(b) 409A of the Code, or (cii) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from servicedeath. Notwithstanding the foregoing, then payment any portion of the amounts so treated as nonqualified deferred compensation which Severance Benefits that would otherwise be payable during the six (6)-month six-month period following Executive from the date of the Executive’s separation Separation from service shall be delayed until Service, but that is not treated as a payment of deferred compensation under Section 409A of the earlier of Code either due to (i) the first business day which application of the short-term deferral rule or (ii) because such Severance Benefits are separation pay due to involuntary separation from service that satisfies the amount and duration limits of Section 409A of the Code, may be paid in the six-month period from the Executive’s Separation from Service. Any portion of the Severance Benefits that would otherwise be payable during the six-month period from the date of the Executive’s Separation from Service, but that cannot be paid at that time under the preceding paragraph shall accrue and become payable on the date that is at least six (6) months and one (1) day following the date of such separation the Executive’s Separation from serviceService. All subsequent Severance Benefits, (ii) if any, will be payable in accordance with the death of Executiveapplicable payment schedule. For these purposes, or (iii) such earlier date on which each Severance Benefit payment is permitted under Code Section 409A(a)(2)(B), hereby designated as a separate payment and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A will not collectively be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason This provision is intended to comply with the requirements of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence 409A of the termination Code so that none of employmentthe Severance Benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A of the Code, such payment shall and any ambiguities herein will be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the interpreted to so comply. The Company and each employer treated as a single employer with the CompanyExecutive agree to work together in good faith to take such reasonable actions which are necessary, as determined aboveappropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A of the Code.

Section 409A Compliance. Notwithstanding anything to the contrary in this 6.1 This Employee Agreement, in-kind benefits including Appendix B hereto,is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended and reimbursements the regulations promulgated thereunder ("Section 409A") or an exemption thereunder and shall be construed and administered in accordance therewith. Notwithstanding any other provision of this Employee Agreement or Appendix B, payments provided under this Employee Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption thereunder. Any payments under this Employee Agreement or Appendix B that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral (or other applicable exemption) shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt excluded from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by possible. To the Code extent that any payment or benefit described in this Employee Agreement or Appendix B constitutes “non-qualified deferred compensation” under Section 409A of the Code, and applicable Treasury Regulations, including exemptions to the extent that such payment or benefit is payable upon the Employee’s termination of employment then such payment or benefit is only payable upon the Employee’s "separation from service" under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as 409A. The determination of whether and when a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and has occurred shall be made in accordance with the rules presumptions set forth in Treasury Regulation Section 1.409A-1(h). Each payment pursuant to this Employee Agreement is intended to constitute a separate payment for purposes of Treasury Regulations Regulation Section 1.409A-1(h)(31.409A-2(b)(2). Notwithstanding the foregoing, the language “at least 50 percent” shall be used instead of “at least 80 percent”) Company makes no representations that the payments and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable benefits provided under this Employee Agreement by reason of Executive’s separation from service, then payment of comply with Section 409A and in no event shall the amounts so treated as nonqualified deferred compensation which would otherwise Company be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall liable for all purposes or any portion of Code any taxes, penalties, interest or other expenses that may be incurred by the Employee on account of non-compliance with Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.409A.

Section 409A Compliance. Notwithstanding anything to the contrary in this the Agreement, in-kind benefits and reimbursements provided under this the Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this the Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this the Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this the Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement above and the parachute payment provisions of Section 11(a) of the Employment Agreement above are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ “specified employee employee” (as determined by the Company Flora Management in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his her separation from service (within the meaning of Code Section 409A) from the Company Flora Management and each employer treated as a single employer with the Company Flora Management under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this the Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive Executive’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this the provision and the date payment is actually made. Any series of payments due under this the Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this the Agreement by reason of a termination of employment from the Company Flora Management is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company Flora Management and each employer treated as a single employer with the CompanyFlora Management, as determined above.

Section 409A Compliance. Notwithstanding anything to the contrary in this the Agreement, in-kind benefits and reimbursements provided under this the Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this the Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this the Agreement, reimbursement requests must be timely submitted by Executive Consultant and, if timely submitted, reimbursement payments shall be promptly made to Executive Consultant following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive Consultant be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this the Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive Consultant pursuant to the severance pay provisions of Section 6 of the Employment Agreement above and the parachute payment provisions of Section 11(a) of the Employment Agreement above are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive Consultant is treated as a “ “specified employee employee” (as determined by the Company Flora Management in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company Flora Management and each employer treated as a single employer with the Company Flora Management under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this the Agreement by reason of ExecutiveConsultant’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive Consultant’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of ExecutiveConsultant, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this the provision and the date payment is actually made. Any series of payments due under this the Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this the Agreement by reason of a termination of employment engagement from the Company Flora Management is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employmentengagement, such payment shall be made at such time as Executive Consultant has a separation from service (within the meaning of Code Section 409A) from the Company Flora Management and each employer treated as a single employer with the CompanyFlora Management, as determined above.

Section 409A Compliance. Notwithstanding anything This Agreement is intended to comply with Section 409A of the contrary Code and the treasury regulations and other official guidance promulgated thereunder (“Section 409A”), and shall be construed and interpreted in accordance with such intent. The Change in Control payments and benefits set forth in this AgreementAgreement are intended to fit within the “short-term deferral exception” to Section 409A, in-kind benefits and reimbursements provided shall at all times be interpreted and administered in furtherance of this intent. In no event whatsoever shall the Company (or its officers, directors, employees, agents, advisors or representatives) be liable for any additional tax, interest or penalty that may be imposed on the Employee by Section 409A or damages for failing to comply with Section 409A. For purposes of Section 409A, the Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Each payment under this Agreement shall be provided in accordance treated as a separate payment for purposes of Section 409A. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the requirements actual date of Treasury Regulation Section 1.409A-3(i)(1)(iv), such payment within the specified period shall be within the sole discretion of the Company. To the extent that any reimbursements or other in-kind benefits and reimbursements provided under this Agreement during constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee, (B) any calendar year shall not affect right to reimbursement or in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Notwithstanding anything to To the contrary in extent any compensation or benefits under this Agreement, reimbursement requests must be timely submitted by Executive andAgreement constitutes “nonqualified deferred compensation” for purposes of Section 409A, if timely submittedrequired to comply with Section 409A, reimbursement payments a Change in Control shall not be promptly made deemed to Executive following such submission, but have occurred unless the transaction or event constituting the Change in no event later than December 31st Control also constitutes a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st assets” of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.409A.

Section 409A Compliance. Notwithstanding anything The Parties agree that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is exempt from, or, if that is not possible, then compliant with the requirements of Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued there under (and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its managers, members, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as a result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement shall, for purposes of Section 409A of the contrary in this AgreementCode, be treated as a right to a series of separate payments. All reimbursements and in-kind benefits and reimbursements provided under this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv409A of the Code, including the requirement that (i) any reimbursement is for expenses incurred during Your lifetime (or during a shorter period of time specified in this letter), such that any (ii) the amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar Employee’s Initials year may not affect the expenses eligible for reimbursement, or in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided provided, in any other calendar year, other than an arrangement providing for (iii) the reimbursement of medical expenses referred to an eligible expense will be made on or before the last day of the calendar year following the year in Code Section 105(b)which the expense was incurred, and any (iv) the right to reimbursement or in-kind benefits and reimbursements shall is not be subject to liquidation or exchange for another benefit. Notwithstanding Additionally, notwithstanding anything in this Agreement to the contrary in contrary, any separation payments under this Agreement, reimbursement requests must and any other amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be timely submitted payable or distributable hereunder by Executive andreason of Your termination, will not be payable or distributable to You by reason of such circumstance unless the circumstances giving rise to such termination meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if timely submittedany, reimbursement payments shall be promptly made to Executive following such submissionon which an event occurs that constitutes a Section 409A-compliant “separation from service.” In the event that You are a “specified employee” (as described in Code Section 409A), but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to and any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payment or benefit payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment this Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified constitutes deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such upon Your “separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) ” (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of described in Code Section 409A), then instead of making no such payment upon occurrence of the termination of employment, such payment or benefit shall be made at such time as Executive has a before the date that is six (6) months after Your “separation from service service” (within or, if earlier, the meaning date of Code Section 409AYour death). Any payment or benefit delayed by reason of the prior sentence (the “Delayed Payment”) from the Company and each employer treated as shall be paid out or provided in a single employer with lump sum at the Company, as determined aboveend of such required delay period in order to catch up to the original payment schedule.

Section 409A Compliance. It is intended that the provisions of this Agreement comply with or are exempt from Section 409A of the Internal Revenue Code, and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Internal Revenue Code. Notwithstanding anything any other payment schedule provided herein to the contrary contrary, if you are deemed on the termination of your employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Internal Revenue Code, then any payment that is considered deferred compensation under Section 409A of the Internal Revenue Code payable on account of a “separation from service” shall be made on the date which is the earlier of (i) the expiration of the six month period measured from the date of your “separation from service;” and (ii) the date of your death (the “Delay Period”) to the extent required under Section 409A of the Internal Revenue Code. Upon the expiration of the Delay Period, all payments delayed pursuant to the immediately preceding sentence shall be paid to you in this Agreement, in-kind benefits a lump sum and reimbursements provided all remaining payments due under this Agreement shall be paid or provided in accordance with the requirements normal payment dates specified for them herein. For purposes of Treasury Regulation Section 1.409A-3(i)(1)(iv409A of the Internal Revenue Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, such references in this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Internal Revenue Code. For the avoidance of doubt, it is intended that any in-kind benefits and reimbursements provided under this Agreement expense reimbursement made to you hereunder will be exempt from Section 409A of the Internal Revenue Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Internal Revenue Code, then (a) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar taxable year, other than an arrangement providing for (b) the expense reimbursement will be made on or before the last day of medical expenses referred the year following the year in which the expense was incurred; and (c) the right to in Code Section 105(b), and any in-kind benefits and reimbursements shall expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by [Signature page follows] Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.– Xxxxx X. Xxxxxxx

Section 409A Compliance. The parties to this Agreement intend that the Agreement complies with Section 409A of the Internal Revenue Code of 1986, as amended (“the Code”), where applicable, and this Agreement will be interpreted in a manner consistent with that intention. If employed, a termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination qualifies as a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” or like terms will mean a “separation from service.” For purposes of Section 409A of the Code, each payment made in accordance with this Agreement will be designated as a “separate payment” within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary in herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement, Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (i) the amount of expenses eligible for reimbursement or in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with to the requirements Executive during any calendar year will not affect the amount of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any expenses eligible for reimbursement or in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided the Executive in any other calendar year, other than an arrangement providing (ii) the reimbursements for expenses for which the reimbursement of medical expenses referred Executive is entitled to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation reimbursed will be made on or exchange for another benefit. Notwithstanding anything to before the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st last day of the calendar year following the calendar year in which the applicable expense was is incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall the right to reimbursement or in-kind benefits hereunder may not be increased liquidated or exchanged for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, any other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined abovebenefit.