Common use of Section 409A of the Code Clause in Contracts

Section 409A of the Code. (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The Employee’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent of the parties is that payments and benefits Amounts payable under this Agreement comply with, or are intended either to be exempt from, from the rules of Section 409A of the Code andor to satisfy those rules and shall be construed accordingly. The Company shall not be liable to Employee with respect to any Agreement-related adverse tax consequences arising under Section 409A or other provision of the Code. (b) If any provision of this Agreement contravenes any regulations or Treasury guidance promulgated under Code Section 409A or could cause an amount payable hereunder to be subject to the interest and penalties under Code Section 409A, accordinglysuch provision of the Agreement shall be deemed automatically modified to maintain, to the maximum extent permittedpracticable, this Agreement shall be construed and interpreted in accordance with such intent. The Employee’s the original intent of the applicable provision without violating the provisions of Code Section 409A. A termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination of employment constitutes is also a “separation Separation from serviceService” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunderand, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean Separation from Service. (bc) Notwithstanding any provision in provisions of this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning (as such term is defined for purposes of that term under Code Section 409A(a)(2)(B409A), no payment shall be made under Section 6(c) or 6(e) hereof prior to the six-month anniversary of Employee’s separation of service to the extent such six-month delay in payment is required to comply with Code Section 409A. To the extent that this Section 8(c) applies to any Severance Payment under Section 6(c) hereof, and using the identification methodology actions described in this sentence do not cause adverse tax consequences to be imposed under the Code, the Company shall, as soon as practicable following Employee’s termination of employment, and after Employee executes and does not revoke the General Release of all claims as referenced in Section 6(c), deposit an amount equal to the gross amount of such Severance Payment into an irrevocable Rabbi Trust in the form prescribed by Internal Revenue Service Revenue Procedure 92-64. Such Rabbi Trust shall be established and maintained by the Company, at its own expense, pending the distribution of such amount to Employee under this Agreement. The Trustee shall be a financial institution selected by the Company from time to timeCompany, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due Trustee shall invest all amounts deposited therein with the purpose of preserving the Trust principal. All principal and income from the Rabbi Trust shall be paid to Employee on the first day following the six-month anniversary of Employee’s separation from service, to the extent required . The Trustee shall withhold or cause to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not withheld all withholding taxes as may be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted required by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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 yearapplicable law. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent This Agreement is intended to comply with the requirements of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly(including the exceptions thereto), to the maximum extent permittedapplicable, and the Company shall administer and interpret this Agreement in accordance with such requirements. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be construed and interpreted in accordance deemed to be reformed to comply with such intent. The Employee’s termination the requirements of employment Section 409A of the Code (or words the applicable exemptions thereto). Notwithstanding anything to similar effect) the contrary herein, for purposes of determining Executive’s entitlement to the payment or receipt of amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code, Executive’s employment shall not be deemed to have occurred for purposes of this Agreement terminated unless such termination of employment constitutes and until Executive incurs a “separation from service” as defined in Section 409A of the Code. Reimbursement of any expenses provided for in this Agreement shall be made promptly upon presentation of documentation in accordance with Sterling’s policies with respect thereto as in effect from time to time (but in no event later than the end of the calendar year following the year such expenses were incurred); provided, however, that in no event shall the amount of expenses eligible for reimbursement hereunder during a calendar year affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement that constitutes nonqualified deferred compensation within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s Code is payable or provided due to a “separation from service service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i) and related Company procedures), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to this Section 10 shall be accumulated and paid in a lump sum on the first day of the seventh month following the date of Executive’s separation from service (or, if earlier, upon Executive’s death), and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. The Severance Benefits and CIC Severance Benefits are intended not to constitute deferred compensation subject to Section 409A of the Code to the extent such Severance Benefits or CIC Severance Benefits are covered by (a) the “short-term deferral exception” set forth in Treas. Reg. § 1.409A-1(b)(4), (b) the “two times severance exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(iii), or (c) the “limited payments exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the Severance Benefits or CIC Severance Benefits, as applicable, in order of payment in such manner as results in the maximum exclusion of such Severance Benefits or CIC Severance Benefits, as applicable, from treatment as deferred compensation under Section 409A of the Code. Each installment of the Severance Benefits or CIC Severance Benefits, as applicable, and any other payments or benefits that constitute nonqualified deferred compensation within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and of the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required Code shall be deemed to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

Section 409A of the Code. (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The Employee’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the If Employee is deemed on the date of the Employee’s separation from service his or her termination of employment to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time), or if nonethen, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified is considered nonqualified deferred compensation” pursuant to Code compensation under Section 409A and of the regulations issued thereunder that is payable due Code, to the Employee’s extent applicable, payable on account of a “separation from service”, to the extent required in order to be delayed in compliance with Code avoid any accelerated taxation or the imposition of an additional tax, interest or penalty under Section 409A(a)(2)(B)409A of the Code, such payment or benefit shall not will be made or provided to on the Employee prior (c) To date that is the extent any reimbursement earlier of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or inexpiration of the six-kind benefits is not subject to liquidation or exchange for another benefit, month period measured from the date of such “separation from service” and (ii) the amount date of expenses eligible the Participant’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such delay) will be paid on the first business day following the expiration of the Delay Period in a lump sum and any remaining payments due under the Award will be paid in accordance with the normal payment dates specified for reimbursementthem in this Agreement. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid any accelerated taxation or in-kind benefitsthe imposition of an additional tax, provided during any taxable year interest or penalty under Section 409A of the Code, Employee shall not affect be considered to have terminated employment with the expenses eligible Company or any affiliate for reimbursementpurposes of this Restricted Stock Unit Award until Employee would be considered to have incurred a “separation from service” from the Company and its affiliates within the meaning of Section 409A of the Code (after giving effect to the presumptions contained therein). (b) For purposes of Section 409A of the Code, or in-kind benefits each payment made hereunder will be treated as a separate payment. (c) With regard to any payment considered to be providednonqualified deferred compensation under Section 409A of the Code, to the extent applicable, that is payable upon a Change in Control or other similar event, to the extent required in order to avoid any other taxable yearaccelerated taxation or the imposition of an additional tax, interest or penalty under Section 409A of the Code, no amount will be payable unless such change in control constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations. (d) If under This Restricted Stock Unit Award is intended to comply with, or be exempt from, the requirements of Section 409A of the Code and shall be interpreted consistent with this Agreementintent. Notwithstanding the foregoing, neither the Company, any amount is affiliate of the Company, the Committee, nor any other person shall have any liability to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.Employee with respect to the foregoing.

Section 409A of the Code. (a) The intent of This Agreement is intended to either avoid the parties is that payments and benefits under this Agreement application of, or comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, Code. To that end this Agreement shall at all times be construed and interpreted in accordance a manner that is consistent with such intent. The Employee’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and of the regulations and other guidance promulgated thereunder. (b) Code. Notwithstanding any other provision in this Agreement to the contrary, if the Employee Company shall have the right, in its sole discretion, to adopt such amendments to this Agreement or take such other actions (including amendments and actions with retroactive effect) as it determines is deemed on necessary or appropriate for this Agreement to comply with Section 409A of the Code. Further: (a) Any reimbursement of any costs and expenses by the Company to the Executive under this Agreement shall be made by the Company within thirty (30) days from the date of the EmployeeExecutive’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) written and using the identification methodology selected documented reimbursement request. The expenses incurred by the Company from time to time, or if none, Executive in any calendar year that are eligible for reimbursement under this Agreement shall not affect the default methodology set forth expenses incurred by the Executive in Code Section 409A, then with regard to any payment or the providing of any benefit other calendar year that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A are eligible for reimbursement hereunder and the regulations issued thereunder that is payable due Executive's right to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit receive any reimbursement hereunder shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another any other benefit. (b) Any payment following a separation from service that would be subject to Section 409A(a)(2)(A)(i) of the Code as a distribution following a separation from service of a "specified employee" (as defined under Section 409A(a)(2)(B)(i) of the Code) shall be made on the first to occur of (i) ten (10) days after the expiration of the six month period following such separation from service, and (ii) death or (iii) such earlier date that complies with Section 409A of 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 yearCode. (dc) If Each payment that the Executive may receive under this Agreement, any amount is to be paid in two (2) or more installments, each such installment Agreement shall be treated as a "separate payment payment" for purposes of Section 409A.409A of the Code.

Section 409A of the Code. (a) The intent of the parties is that payments and benefits under amounts payable pursuant to this Agreement comply with, or are intended to be exempt from, from Section 409A of the Code andand related U.S. treasury regulations or official pronouncements and will be construed in a manner that is compliant with such exemption; provided, accordinglyhowever, if and to the maximum extent permittedthat any compensation payable under this Agreement is determined to be subject to Section 409A of the Code, this Agreement shall will be construed and interpreted in accordance a manner that will comply with such intentSection 409A of the Code. The Employee’s terms “termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of employment” and “separate from service” as used throughout this Agreement unless such termination of employment constitutes refer to a “separation from service” within the meaning of Code Section 409A and of the regulations and other guidance promulgated thereunderCode. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement shall be treated as a separate payment. (b) If any benefits payable or otherwise provided under this Agreement would be deemed to constitute non-qualified deferred compensation subject to Section 409A of the Code, ▇▇▇▇▇ Corporation or the Company, as applicable, will have the discretion to adjust the terms of such payment or benefit (but not the amount or value thereof) as reasonably necessary to comply with the requirements of Section 409A of the Code to avoid the imposition of any excise tax or other penalty with respect to such payment or benefit under Section 409A of the Code. (c) Notwithstanding any provision to the contrary in this Agreement to the contraryAgreement, if the Employee Executive is deemed on the date of the Employee’s separation from service Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using 409A of the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409ACode, then with regard any payments and benefits under this Agreement that are subject to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A of the Code and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not paid by reason of a termination of employment will be made or provided on the later of (i) the payment date set forth in this Agreement or (ii) the date that is the earliest of (A) the expiration of the six-month period measured from the Termination Date, or (B) the date of Executive’s death (the “Delay Period”). Payments and benefits subject to the Employee priorDelay Period will be paid or provided to Executive without interest for such delay. (cd) To Any expense reimbursement payable to Executive under the extent any reimbursement terms of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall will be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 paid on or before March 15 of the calendar year next following the calendar year in which the expenses to be reimbursed are such reimbursable expense was incurred. With regard The amount of such reimbursements that ▇▇▇▇▇ Corporation and/or the Company is obligated to pay in any provision herein that provides for reimbursement of expenses given calendar year will not affect the amount the Company is obligated to pay in any other calendar year. In addition, Executive may not liquidate or in-kind benefits, except as permitted by Code Section 409A, (i) exchange the right to reimbursement or in-kind benefits is not subject to liquidation or exchange of such expenses for another benefit, and (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 yearbenefits. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent of To the parties is that payments extent applicable, this Employment Agreement shall be interpreted, construed and benefits under this Agreement comply with, or be exempt from, operated in accordance with Section 409A of the Code andand the Treasury regulations and other guidance issued thereunder. If on the date of the Executive’s separation from service (as defined in Treasury Regulation Section 1.409A-1(h)) with the Company, accordinglythe Executive is a specified employee (as defined in Section 409A of the Code and Treasury Regulation §1.409A-1(i)), to no payment constituting the maximum extent permitted, this Agreement “deferral of compensation” within the meaning of Treasury Regulation Section 1.409A-1(b) and after application of the exemptions provided in Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii) shall be construed made to Executive at any time during the six (6) month period following the Executive’s separation from service, and interpreted any such amounts deferred such six (6) months shall instead be paid in accordance with a lump sum on the first payroll payment date following expiration of such intentsix (6) month period. The Employee’s For purposes of conforming this Employment Agreement to Section 409A, the parties agree that any reference to termination of employment, severance from employment, resignation from employment (or words to similar effect) terms shall not mean and be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes interpreted as a “separation from service” within the meaning as defined in Treasury Regulation Section 1.409A-1(h). Each payment of Code severance under this Employment Agreement shall be considered a separate payment for purposes of Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service409A. Except as otherwise expressly provided herein, to the extent required any expense reimbursement or the provision of any in-kind benefit under this Employment Agreement is determined to be delayed subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in compliance with Code Section 409A(a)(2)(Bone calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 shall any expenses be reimbursed after the last day of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to Executive incurred such expenses, and in no event shall any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or the or the provision of any in-kind benefits is not benefit be subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent Notwithstanding the other provisions hereof, this Performance Based Restricted Stock Unit Agreement is intended to comply with the requirements of Section 409A of the parties is that payments Code, to the extent applicable, and benefits this Performance Based Restricted Stock Unit Agreement shall be interpreted to avoid any penalty sanctions under this Agreement comply withSection 409A of the Code. Accordingly, all provisions herein, or incorporated by reference, shall be exempt from, construed and interpreted to comply with Section 409A of the Code and, accordinglyif necessary, any such provision shall be deemed amended to comply with Section 409A of the maximum extent permittedCode and regulations thereunder. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. Any amount payable under this Agreement that constitutes deferred compensation subject to Section 409A of the Code shall be construed and interpreted in accordance paid at the time provided under this Agreement or such other time as permitted under Section 409A of the Code. No interest will be payable with such intentrespect to any amount paid within a time period permitted by, or delayed because of, Section 409A of the Code. The Employee’s All payments to be made upon a termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of under this Agreement unless such termination of employment constitutes that are deferred compensation may only be made upon a “separation from service” within the meaning of Code under Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning Code. For purposes of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and of the regulations issued thereunder that is payable due to the Employee’s separation from serviceCode, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such each payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment payment. In no event may Participant directly or indirectly, designate the calendar year of payment. Notwithstanding the foregoing, in no event whatsoever shall the Company be liable for purposes any additional tax, interest, income inclusion or other penalty that may be imposed on a Participant by Code Section 409A or for damages for failing to comply with Code Section 409A unless such failure is a result of Section 409A.the Company’s breach of this Plan or the Performance Based Restricted Stock Unit Agreement.

Section 409A of the Code. (a) The intent It is the general intention, but not the obligation, of the parties Committee to design Awards to comply with or to be exempt from the Nonqualified Deferred Compensation Rules, and Awards will be operated and construed accordingly. Neither this Section 9(k) nor any other provision of the Plan is that payments and benefits under this Agreement comply withor contains a representation to any Participant regarding the tax consequences of the grant, vesting, exercise, settlement, or be exempt from, Section 409A sale of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The Employee’s termination of employment any Award (or words to similar effectthe Stock underlying such Award) shall granted hereunder, and should not be deemed to have occurred interpreted as such. In no event shall the Company be liable for purposes all or any portion of this Agreement unless such termination any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of employment constitutes a “separation from service” within non-compliance with the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Nonqualified Deferred Compensation Rules. Notwithstanding any provision in this the Plan or an Award Agreement to the contrary, if in the Employee is deemed on the date of the Employee’s separation from service to be event that a “specified employee” within (as defined under the meaning Nonqualified Deferred Compensation Rules) becomes entitled to a payment under an Award that would be subject to additional taxes and interest under the Nonqualified Deferred Compensation Rules if the Participant’s receipt of that term under Code Section 409A(a)(2)(Bsuch payment or benefits is not delayed until the earlier of (i) and using the identification methodology selected by date of the Company from time to timeParticipant’s death, or if none, (ii) the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder date that is payable due to six months after the EmployeeParticipant’s “separation from service,” as defined under the Nonqualified Deferred Compensation Rules (such date, to the extent required to be delayed in compliance with Code “Section 409A(a)(2)(B409A Payment Date”), then such payment or benefit shall not be made or provided to the Employee prior (c) To Participant until the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income 409A Payment Date. Any amounts subject to the Employee for Federal income tax purposes, such reimbursements shall preceding sentence that would otherwise be made as soon as practicable after payable prior to the Employee provides proper documentation supporting reimbursement but Section 409A Payment Date will be aggregated and paid in no event later than December 31 a lump sum without interest on the Section 409A Payment Date. The applicable provisions of the calendar year next following the calendar year Nonqualified Deferred Compensation Rules are hereby incorporated by reference and shall control over any Plan or Award Agreement provision in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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 yearconflict therewith. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent This Award Agreement is intended to comply with the requirements of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code andand the regulations thereunder, accordingly, to and the maximum extent permitted, provisions of this Award Agreement shall be construed and interpreted in accordance with such intenta manner that satisfies the requirements of Section 409A of the Code, and this Award Agreement shall be operated accordingly. The Employee’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes If any provision of this Award Agreement unless such termination or any term or condition of employment constitutes a “separation from service” within the meaning of Code Section 409A Award would otherwise conflict with this intent, the provision, term or condition shall be interpreted and the regulations and other guidance promulgated thereunder. (b) deemed amended so as to avoid this conflict. Notwithstanding any provision anything else in this Agreement to the contraryAward Agreement, if the Employee is deemed on the date of the Employee’s separation from service Board considers a Recipient to be a “specified employee” under Section 409A of the Code at the time of such Recipient’s “separation from service” (as defined in Section 409A of the Code), and the amount under the Award is “deferred compensation” subject to Section 409A of the Code any distribution that otherwise would be made to such Recipient with respect to the Award as a result of such separation from service shall not be made until the date that is six months after such separation from service, except to the extent that earlier distribution would not result in such Recipient’s incurring interest or additional tax under Section 409A of the Code. If the Award includes a “series of installment payments” (within the meaning of that term under Code Section 409A(a)(2)(B1.409A-2(b)(2)(iii) and using of the identification methodology selected by the Company from time to time, or if noneTreasury Regulations), the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due Recipients’ right to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement series of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment payments shall be treated as a right to a series of separate payment payments and not as a right to a single payment. Notwithstanding the foregoing, the tax treatment of the benefits provided under this Award Agreement is not warranted or guaranteed, and in no event shall the Company be liable for purposes all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Recipient on account of non-compliance with Section 409A.409A of the Code.

Section 409A of the Code. (a) The intent of This Agreement is intended to either avoid the parties is that payments and benefits under this Agreement application of, or comply with, or be exempt from, Section 409A of the Code andCode. To that end this Agreement shall at all times be interpreted in a manner that is consistent with Section 409A of the Code. Notwithstanding any other provision in this Agreement to the contrary, accordinglythe Company shall have the right, in its sole discretion, to adopt such amendments to this Agreement or take such other actions (including amendments and actions with retroactive effect) as it determines is necessary or appropriate for this Agreement to comply with Section 409A of the maximum extent permitted, Code. Further: (a) Any reimbursement of any costs and expenses by the Company to Employee under this Agreement shall be construed and interpreted made by the Company in accordance with such intentno event later than the close of Employee’s taxable year following the taxable year in which the cost or expense is incurred by Employee. The expenses incurred by Employee in any calendar year that are eligible for reimbursement under this Agreement shall not affect the expenses incurred by Employee in any other calendar year that are eligible for reimbursement hereunder and Employee’s right to receive any reimbursement hereunder shall not be subject to liquidation or exchange for any other benefit. (b) A termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination of employment constitutes is also a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s Code and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Any payment following a separation from service that would be subject to be Section 409A(a)(2)(A)(i) of the Code as a distribution following a separation from service of a “specified employee” within (as defined under Section 409A(a)(2)(B)(i) of the meaning Code) shall be made on the first to occur of that term under Code Section 409A(a)(2)(B(i) and using ten (10) days after the identification methodology selected by expiration of the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s six month period following such separation from service, (ii) death or (iii) such earlier date that complies with Section 409A of the Code. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 10(b) (whether they would have otherwise been payable in a single sum or in installments in the extent required absence of such delay) shall be paid or reimbursed to Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made paid or provided to in accordance with the Employee priornormal payment dates specified for them herein. (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for Each payment that Employee may receive under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a “separate payment payment” for purposes of Section 409A.409A of the Code. US 4716556v.2

Section 409A of the Code. To the extent Executive would otherwise be entitled to any payment under this Employment Agreement or any plan or arrangement of ICE or its affiliates, that constitutes “deferred compensation” subject to Section 409A and that if paid during the six months beginning on the date of termination of Executive’s employment would be subject to the Section 409A additional tax because Executive is a “specified employee” (a) The intent within the meaning of Section 409A and as determined by ICE), the payment will be paid to Executive on the earlier of the parties is that payments and benefits under this Agreement comply withsix-month anniversary of Executive’s date of termination, a change in ownership or be exempt from, effective control of ICE (within the meaning of Section 409A of the Code and, accordingly409A) or Executive’s death. Similarly, to the maximum extent permittedExecutive would otherwise be entitled to any benefit (other than a payment) during the six months beginning on termination of Executive’s employment that would be subject to the Section 409A additional tax, this Agreement the benefit will be delayed and will begin being provided on the earlier of the six-month anniversary of Executive’s date of termination, a change in ownership or effective control of ICE (within the meaning of Section 409A) or Executive’s death. In addition, any payment or benefit due upon a termination of Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall be construed and interpreted in accordance with such intent. The Employee’s termination of employment (paid or words provided to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes Executive only upon a “separation from service” within as defined in Treas. Reg. § 1.409A-1(h). To the meaning extent applicable, each severance payment made under this Employment Agreement shall be deemed to be a separate payment, amounts payable under Section 4 of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Employment Agreement to the contrary, if the Employee is shall be deemed on the date of the Employee’s separation from service not to be a “specified employeedeferral of compensation” within subject to Section 409A to the meaning of that extent provided in the exceptions in Treas. Reg. Sections 1.409A-1(b)(4) (“short-term under Code Section 409A(a)(2)(Bdeferrals”) and using (b)(9) (“separation pay plans,” including the identification methodology selected by exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. Section 1.409A-1 through 1.409A-6. Notwithstanding anything to the Company from time to timecontrary in this Employment Agreement or elsewhere, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit under this Employment Agreement or otherwise that constitutes “non-qualified deferred compensation” is exempt from Section 409A pursuant to Code Section 409A and the regulations issued thereunder that is payable due Treas. Reg. 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to Executive only to the Employeeextent that the expenses are not incurred, or the benefits are not provided, beyond the last day of Executive’s second taxable year following Executive’s taxable year in which the “separation from service” occurs; and provided further that such expenses shall be reimbursed no later than the last day of Executive’s third taxable year following the taxable year in which Executive’s “separation from service” occurs. Except as otherwise expressly provided herein, to the extent required any expense reimbursement or the provision of any in-kind benefit under this Employment Agreement is determined to be delayed subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in compliance with Code Section 409A(a)(2)(Bone calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 shall any expenses be reimbursed after the last day of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to Executive incurred such expenses, and in no event shall any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or the provision of any in-kind benefits is not benefit be subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent It is intended that the provisions of the parties is that payments and benefits under this Agreement comply with, or be exempt from, with Section 409A of Code and the regulations and guidance promulgated thereunder (collectively “Code andSection 409A”), accordingly, to the maximum extent permitted, and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A, the Company shall, upon the specific request of the Executive, use its reasonable business efforts to in good faith reform such provision to comply with Code Section 409A; provided, that to the maximum extent practicable, the original intent and interpreted economic benefit to the Executive and the Company of the applicable provision shall be maintained, but the Company shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to the Company. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Code Section 409A so long as it has acted in accordance good faith with such intent. The Employee’s regard to compliance therewith. (b) A termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination of employment constitutes is also a “separation Separation from serviceService” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean Separation from Service. Any provision of this Agreement to the contrary notwithstanding, if at the time of the Executive’s Separation from Service, the Company determines that the Executive is a “Specified Employee,” within the meaning of Code Section 409A and 409A, based on an identification date of December 31, then to the regulations and other guidance promulgated thereunder. (b) Notwithstanding extent any provision in payment or benefit that the Executive becomes entitled to under this Agreement to the contrary, if the Employee is deemed on the date account of the Employee’s such separation from service to would be a “specified employee” within the meaning of that term considered nonqualified deferred compensation under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made paid or provided at the date which is the earlier of (i) six (6) months and one day after such separation from service, and (ii) the date of the Executive’s death (the “Delay Period”). Within five days of the end of the Delay Period, all payments and benefits delayed pursuant to this Section 10(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to the Employee priorExecutive in a lump-sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. 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 is shall not be subject to liquidation or exchange for another benefit, and (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 Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. (d) If Each payment made under this Agreement, any amount is to be paid in two (2) or more installments, each such installment Agreement shall be treated designated as a “separate payment for purposes payment” within the meaning of Code Section 409A.

Section 409A of the Code. (a) The intent It is the intention of both the parties is Company and Employee that payments the benefits and benefits under rights to which Employee could be entitled pursuant to this Agreement comply with, or be exempt from, or comply with, Section 409A of the Code and, accordinglyand the Treasury Regulations and other guidance promulgated or issued thereunder, to the maximum extent permittedthat the requirements of Section 409A of the Code are applicable thereto, and this Agreement shall be construed in a manner consistent with that intention. If Employee or the Company believes, at any time, that any such benefit or right that is subject to Section 409A of the Code does not so comply, it shall promptly advise the other and interpreted shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A of the Code (with the most limited possible economic effect on Employee and on the Company); provided, however, for the avoidance of doubt, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A. In the event that Employee receives any payments under this Agreement in the form of a series of installment payments, such payments shall be treated as a right to a series of separate payments, and in accordance with Treasury Regulation 1.409A-1(b)(9)(iii), as amended, all or a portion of such intentpayments shall qualify as separation pay under the aforementioned regulation to the extent the requirements of such regulation are met. The If and to the extent required to comply with Section 409A of the Code, any payment or benefit required to be paid hereunder on account of termination of Employee’s termination of employment or service (or words to any other similar effectterm) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes made only in connection with a “separation from service” with respect to Employee within the meaning of Code Section 409A and of the regulations and other guidance promulgated thereunder. (b) Code. Notwithstanding any other provision of this Agreement, in this Agreement to the contrary, if the event Employee is deemed on the date of the Employee’s separation from service to be treated as a “specified employee” within under Section 409A of the meaning Code (and under the terms and conditions of that term under Code Section 409A(a)(2)(Bthe Company’s Specified Employee Policy) and using any payment under this Agreement is treated as a nonqualified deferred compensation payment under Section 409A of the identification methodology selected by Code, then payment of such amounts shall be delayed for six (6) months and a day following the effective date of Employee’s termination of employment, at which time a lump sum payment shall be made to Employee consisting of the sum of the delayed payments. This provision shall not apply in the event of a specified employee’s termination of employment on account of death and, in the event of a specified employee’s death during the aforementioned six- (6)-month and a day period, such nonqualified deferred compensation may be paid at any time on or after such specified employee’s death. Neither the Company from time to timenor Employee, individually or if nonein combination, the default methodology set forth in Code Section 409A, then with regard to may accelerate any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant is subject to Code Section 409A and of the regulations issued thereunder that is payable due to the Employee’s separation from serviceCode, to the extent required to be delayed except in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 409A of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any and no amount that is subject to Section 409A of the Code shall be paid in two (2) or more installments, each such installment shall prior to the earliest date on which it may be treated as a separate payment for purposes paid without violating Section 409A of Section 409A.the Code.

Section 409A of the Code. (a) The intent It is intended that the provisions of the parties is that payments and benefits under this Agreement comply with, with or be exempt from, from Section 409A of the Code andCode, accordingly, to the maximum extent permitted, and all provisions of this Agreement shall will be construed and interpreted in accordance a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such intentrequirements, and neither the Company nor any affiliate will have any obligation to indemnify Executive or otherwise hold him harmless from any or all of such taxes or penalties. The Employee’s For purposes of Section 409A 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, 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 expense reimbursement made to 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 other taxable year, (ii) the expense reimbursement will be made on or words before the last day of the year following the year in which the expense was incurred and (iii) the right to similar effect) shall expense reimbursement hereunder will not be deemed subject to have occurred liquidation or exchange for purposes of another benefit. Notwithstanding any provision to the contrary in this Agreement Agreement: (i) no amount shall be payable pursuant to Section 5 unless such the termination of the Executive’s employment constitutes a “separation from service” within the meaning of Code Section 409A and 1.409A-1(h) of the regulations and other guidance promulgated thereunder. Department of Treasury Regulations; (bii) Notwithstanding any provision in this Agreement to the contrary, if the Employee Executive is deemed on at the date time of the Employee’s his separation from service to be a “specified employee” within for purposes of Section 409A(a)(2)(B)(i) of the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from serviceCode, to the extent required that delayed commencement of any portion of the termination benefits to be delayed in compliance with Code which the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A(a)(2)(B409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 5, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment or benefit portion of the Executive’s termination benefits shall not be made or provided to the Employee prior Executive prior to the earlier of (cA) To the extent any reimbursement expiration of costs the six-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A) and expenses (including reimbursement B) the date of COBRA premiums the Executive’s death; provided that upon the earlier of such dates, all payments deferred pursuant to this Section 7(c)(iv)9(b) provided for shall be paid to the Executive in a lump sum, and any remaining payments due under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made paid as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, otherwise provided herein; (iiii) the right to reimbursement or in-kind benefits determination of whether the Executive is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment “specified employee” for purposes of Section 409A.409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by the Company in accordance with the terms of Section 409A and applicable guidance thereunder (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto.

Section 409A of the Code. (a) The intent of the parties is that payments and benefits obligations under this Agreement are intended to comply with, or be exempt from, with the requirements of Section 409A of the Code andor an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, accordinglythe separation pay exception, or another exception under Section 409A of the Code shall be paid under the applicable exception to the maximum extent permittedpermissible. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be construed and interpreted in accordance with such intent. The Employee’s termination treated as a separate payment of employment (or words to similar effect) shall not be deemed to have occurred compensation for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within applying the meaning of Code exclusion under Section 409A and of the regulations and Code for short-term deferral amounts, the separation pay exception, or any other guidance promulgated thereunderexception or exclusion under Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. (b) Notwithstanding any provision anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that constitute nonqualified deferred compensation subject to the contrary, if the Employee is deemed on the date Section 409A of the Employee’s separation from service to Code shall be a “specified employee” within made in accordance with the meaning requirements of Section 409A of the Code, including, where applicable, that term under Code Section 409A(a)(2)(B(i) and using the identification methodology selected in no event shall reimbursements by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 the end of the calendar year next following the calendar year in which the applicable fees and expenses to be reimbursed are were incurred. With regard to any provision herein ; provided that provides Executive shall have submitted an invoice for reimbursement 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 or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and were incurred; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during benefits that the Company is obligated to pay or provide in any taxable given calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to be provided, pay or provide in any other taxable calendar year; and (iii) Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit. (dc) If under Notwithstanding anything to the contrary in this Agreement, if any amount is amounts payable or benefits to be provided to Executive under this Agreement constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which Executive and the Company or any of its affiliates are a party or in which Executive is an eligible participant), (i) if Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be payable during the six-month period immediately following the Date of Termination on account of Executive’s separation from service shall instead be paid in two on the first business day of the seventh month following Executive’s “separation from service” within the meaning of Section 409A of the Code; (2ii) or more installmentsif Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, each such installment amounts shall be treated as paid to the personal representative of Executive’s estate within 30 days after the date of Executive’s death; and (iii) in no event shall the date of termination of Executive’s employment be deemed to occur until Executive experiences a separate payment for purposes “separation from service” within the meaning of Section 409A.409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination.

Section 409A of the Code. (a) The intent of the parties It is intended that payments and benefits any amounts payable under this Agreement and the Employer’s and Executive’s exercise of authority or discretion hereunder shall comply with, or be exempt from, with Section 409A of the Code and, accordingly, to (including the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The Employee’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the Treasury regulations and other published guidance promulgated thereunder. relating thereto) so as not to subject Executive to the payment of any interest or additional tax imposed under Section 409A of the Code. In furtherance of this intent (a) if, due to the circumstances giving rise to any lump sum payment or payments under this Agreement, the date of payment or the commencement of such payments thereof must be delayed for six months in order to meet the requirements of Section 409A(a)(2)(B) of the Code applicable to “specified employees,” then such payment or payments shall be so delayed and paid upon expiration of such six month period and (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on sixty (60) day period following the date Date of the Employee’s separation from service to be Termination begins in one calendar year and ends in a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) second calendar year, and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “there are non-qualified deferred compensation” pursuant compensation payments subject to Code Section 409A and the regulations issued thereunder that is payable due to Executive conditioned upon the EmployeeExecutive’s separation from service, to execution and non-revocation of the extent required Release and Severance Agreement and which is to be delayed paid during a designated period that begins in compliance with Code Section 409A(a)(2)(B)a first calendar year, such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements payments shall be made as soon as practicable after delayed and paid in the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the second calendar year next following the calendar year in which the expenses to be reimbursed are incurredyear. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, : (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits, benefits provided during any taxable year shall not affect the expenses eligible for reimbursement, reimbursement or in-kind benefits to be provided, provided in any other taxable year. (d, provided that the foregoing shall not be violated with regard to expenses covered by Code Section 105(h) If under that are subject to a limit related to the period in which the arrangement is in effect. Any expense or other reimbursement payment made pursuant to this AgreementAgreement or any plan, any amount is program, agreement or arrangement of the Employer referred to herein, shall be made on or before the last day of the taxable year following the taxable year in which such expense or other payment to be paid reimbursed is incurred. To the extent that any Treasury regulations, guidance or changes to Section 409A would result in two (2) or more installmentsthe Executive becoming subject to interest and additional tax under Section 409A of the Code, each such installment shall be treated as a separate payment for purposes of the Employer and Executive agree to amend this Agreement in order to bring this Agreement into compliance with Code Section 409A.

Section 409A of the Code. (a) The intent of the parties is hereto agree that payments and benefits under this Agreement shall be interpreted to comply with, with or be exempt fromfrom Section 409A, Section 409A and all provisions of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance a manner consistent with such intent. The Employee’s the requirements for avoiding taxes or penalties under Section 409A. In no event whatsoever will the LIN Companies be liable for any additional tax, interest or penalties that may be imposed on Executive under Section 409A or any damages for failing to comply with Section 409A. (b) A termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Section 409A upon or following a termination of employment unless such termination of employment constitutes is also a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding and, for purposes of any such provision in of this Agreement Agreement, references to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employeetermination,” within the meaning “termination of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, employment” or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes like terms shall mean “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior.” (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. 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 is shall not be subject to liquidation or exchange for another benefit, and (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 benefits, to be provided, provided in any other taxable year, provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) If under For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement, any amount is to be paid in two (2) or more installments, each such installment Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment for purposes under this Agreement specifies a payment period with reference to a number of Section 409A.days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. [The remainder of this page is intentionally blank; signature page follows.]

Section 409A of the Code. (a) The intent of the parties is that payments This Agreement and benefits under this Agreement comply with, or all compensation derived therefrom are intended to either be exempt from, or comply with, the requirements of Section 409A of the Code andCode. Accordingly, accordinglynotwithstanding any other provision of this Agreement, the provisions of this Agreement will be interpreted consistent with the preceding sentence. By way of illustration, to the maximum extent permittedrequired to comply with the requirements of Section 409A of the Code, the words “termination of employment” or words or phrases to similar effect in this Agreement shall be construed and interpreted in accordance with such intent. The Employeemean the Executive’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and of the regulations and other guidance promulgated thereunder. (b) Code. Notwithstanding any provision in of this Agreement to the contrary, if any payments provided under Section 5.2(c)-(d) upon the Employee is deemed on the date of the Employee’s separation from service to be of a “specified employee” (within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A of the Code and the regulations issued thereunder that is payable due to Company’s policy, if any, for identifying specified employees), shall be paid no earlier than the Employeefirst business day of the seventh month after such specified employee’s separation from service, together with interest from the date of separation from service to the date of payment at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the date of separation from service. Further, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment that any in-kind benefit or benefit shall not be made or reimbursement provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to nonqualified deferred compensation, (x) the Employee for Federal income tax purposes, amount of any such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409Abenefit or reimbursement to which the Executive may be entitled during a calendar year will not affect the amount to be provided in any other calendar year, (iy) the right to any such benefit or reimbursement or in-kind benefits is shall not be subject to liquidation or exchange for another benefit, and (iiz) any such reimbursement shall be paid no later than the amount last day of expenses eligible for reimbursement, or in-kind benefits, provided during any the calendar year following the taxable year shall not affect in which the expenses eligible for reimbursementreimbursable expense, or in-kind benefits to be providedif any, in any other taxable yearwas incurred. (d) If under 4. Except as modified by this AgreementAmendment, any amount is to be paid the Agreement remains in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.full force and effect.

Section 409A of the Code. (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, with Section 409A of the Code andand the regulations and guidance promulgated thereunder (collectively, “Section 409A of the Code”), and accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in compliance therewith. If the Executive notifies the Company (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A of the Code and interpreted in accordance the Company concurs with such intentbelief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with the Executive, reform such provision to attempt to comply with Section 409A of the Code through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A of the Code. The Employee’s To the extent that any provision hereof is modified in order to comply with Section 409A of the Code, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Section 409A of the Code. For the sake of clarity, the Company shall have no obligation to indemnify the Executive for liabilities incurred as a result of Section 409A of the Code. (b) A termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination of employment constitutes is also a “separation from service” within the meaning of Code 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 shall mean “separation from service.” If the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee Executive is deemed on the date of the Employee’s separation from service Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using of the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409ACode, then with regard to any payment or the providing provision of any benefit that constitutes “non-qualified is considered deferred compensation” pursuant to Code compensation under Section 409A and of the regulations issued thereunder that is Code payable due to the Employee’s on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6) month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death, to the extent required under Section 409A of the Code. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 22(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be delayed paid or reimbursed to the Executive in compliance a lump sum with Code Section 409A(a)(2)(B), such payment or benefit interest at the prime rate as published in The Wall Street Journal on the first business day following the date of the “separation from service,” and any remaining payments and benefits due under this Agreement shall not be made paid or provided to in accordance with the Employee priornormal payment dates specified for them herein. (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for that reimbursements or other in-kind benefits under this Agreement constitutes taxable income to the Employee constitute “nonqualified deferred compensation” for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 purposes of Section 409A of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409ACode, (i) 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 Executive; (ii) any right to reimbursement or in-kind benefits is shall not be subject to liquidation or exchange for another benefit, ; and (iiiii) the amount of no such reimbursement, expenses eligible for reimbursement, or in-kind benefits, benefits provided during in any taxable year shall not in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) If under For purposes of Section 409A of the Code, the Executive’s right to receive any installment payments pursuant to this Agreement, any amount is to be paid in two (2) or more installments, each such installment 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. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A.409A of the Code be subject to offset by any other amount unless otherwise permitted by Section 409A of the Code.

Section 409A of the Code. (a) The intent of This Agreement is intended to either avoid the parties is that payments and benefits under this Agreement application of, or comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permittedCode. To that end, this Agreement shall at all times be construed and interpreted in accordance a manner that is consistent with such intent. The Employee’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and of the regulations and other guidance promulgated thereunder. (b) Code. Notwithstanding any other provision in this Agreement to the contrary, if the Employee Company shall have the right, in its sole discretion, to adopt such amendments to this Agreement or take such other actions (including amendments and actions with retroactive effect) as it determines is deemed on the date necessary or appropriate for this Agreement to comply with Section 409A of the Employee’s separation from service to be a “specified employee” within the meaning Code. Further: (a) Any reimbursement of that term under Code Section 409A(a)(2)(B) any costs and using the identification methodology selected expenses by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for Executive under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after by the Employee provides proper documentation supporting reimbursement but Company in no event later than December 31 the close of the calendar Executive’s taxable year next following the calendar taxable year in which the cost or expense is incurred by the Executive. The expenses to be reimbursed incurred by the Executive in any calendar year that are incurred. With regard to any provision herein that provides eligible for reimbursement of under this Agreement shall not affect the expenses or in-kind benefits, except as permitted incurred by Code Section 409A, (i) the Executive in any other calendar year that are eligible for reimbursement hereunder and the Executive’s right to receive any reimbursement or in-kind benefits is hereunder shall not be subject to liquidation or exchange for another any other benefit. (b) Any payment following a separation from service that would be subject to Section 409A(a)(2)(A)(i) of the Code as a distribution following a separation from service of a “specified employee” (as defined under Section 409A(a)(2)(B)(i) of the Code) shall be made on the first to occur of (i) ten (10) days after the expiration of the six (6)-month period following such separation from service, and (ii) the amount of expenses eligible for reimbursementdeath, or in-kind benefits, provided during any taxable year (iii) such earlier date that complies with Section 409A of the Code. (c) Each payment that the Executive may receive under this Agreement shall not affect be treated as a “separate payment” for purposes of Section 409A of the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable yearCode. (d) If Payments under this Agreement, any amount is Agreement are intended to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes exempt from the requirements of Section 409A.409A of the Code to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. Any payments and benefits provided under this Agreement may be accelerated in time or schedule by the Company, in its sole discretion, to the extent permitted by Section 409A of the Code. (e) Notwithstanding anything in this Agreement to the contrary, in no event, shall the Company be liable for any tax, interest or penalty imposed on the Executive under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.

Section 409A of the Code. (a) The intent of If the parties Executive is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The Employee’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and of the regulations issued thereunder that is payable due to Code at the Employee’s separation from servicetime of termination of employment, to the extent necessary to comply with Section 409A of the Code, any payment required to under this Agreement shall be delayed for a period of six months after termination of employment pursuant to Section 409A of the Code, regardless of the circumstances giving rise to or the basis for such payment. Payment of such delayed amount shall be paid in compliance with a lump sum within 10 days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of the delayed amount, the amounts delayed on account of Section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (b) For purposes of the limitations on nonqualified deferred compensation under Section 409A(a)(2)(B)409A of the Code, such each payment of compensation under this Agreement shall be treated as a separate payment of compensation. Any amounts payable solely on account of an involuntary separation from service of Executive within the meaning of Section 409A of the Code shall be excludible from the requirements of Section 409A of the Code, either as involuntary separation pay or benefit as short-term deferral amounts to the maximum possible extent. Any reimbursements or in-kind benefits provided under this Agreement shall not be made or provided to in accordance with the Employee prior requirements of Section 409A of the Code, including, where applicable, the requirement that (ci) To the extent any reimbursement is for expenses incurred during the period of costs and time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (including iii) the reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall an eligible expense will be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 the last day of the calendar year next following the calendar year in which the expenses to be reimbursed are expense is incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, and (iiv) the right to reimbursement or in-in kind benefits is not subject to liquidation or exchange for another benefit. In no event may the Executive, and (ii) directly or indirectly, designate the amount calendar year 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 yeara payment. (dc) If under this AgreementNotwithstanding anything contained herein to the contrary, in no event shall the Company have any amount is to be paid liability in two (2) or more installments, each such installment shall be treated as a separate payment for purposes respect of any adverse tax consequences that the Executive may incur by reason of operation of Section 409A.409A of the Code.

Section 409A of the Code. (a) The intent of the parties This Agreement is that payments and benefits under this Agreement intended to comply with, or be exempt from, Section with section 409A of the Code and, accordinglyand its corresponding regulations, to the maximum extent permittedapplicable. Accordingly, this Agreement all provisions herein, or incorporated herein by reference, shall be construed and interpreted in accordance to comply with such intentsection 409A of the Code and any applicable exceptions thereunder. The Employee’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision anything in this Agreement to the contrary, if the Employee is deemed on the date payments may only be made under this Agreement upon an event and in a manner permitted by section 409A of the EmployeeCode, to the extent applicable. As used in the Agreement, the term “termination of employment” shall mean Executive’s separation from service to be a “specified employee” with the Company within the meaning of that term under section 409A of the Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is promulgated thereunder. For purposes of section 409A, the right to a series of payments under the Agreement shall be treated as a right to a series of separate payments. Any amounts payable due solely on account of an involuntary separation from service of Executive within the meaning of section 409A of the Code shall be excludible from the requirements of section 409A of the Code, either as involuntary separation pay or as short-term deferral amounts to the Employee’s separation from service, to maximum possible extent. All reimbursements and in-kind benefits provided under the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit Agreement shall not be made or provided to in accordance with the Employee prior requirements of section 409A of the Code, including, where applicable, the requirement that (ci) To the extent any reimbursement shall be for expenses incurred during Executive’s lifetime (or during a shorter period of costs and time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (including iii) the reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall an eligible expense will be made as soon as practicable after on or before the Employee provides proper documentation supporting reimbursement but in no event later than December 31 last day of the calendar year next following the calendar year in which the expenses to be reimbursed are expense is incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, and (iiv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent of the parties This Agreement is that payments and benefits under this Agreement intended to comply with, or be exempt from, with Section 409A of the Code andand its corresponding regulations, accordinglyto the extent applicable. Severance benefits under the Agreement are intended to be exempt from Section 409A of the Code under the “short term deferral” exemption, to the maximum extent permittedapplicable, and then under the “separation pay” exemption, to the maximum extent applicable. Notwithstanding anything in this Agreement shall to the contrary, payments may only be construed made under this Agreement upon an event and interpreted in accordance with such intenta manner permitted by Section 409A of the Code, to the extent applicable. The Employee’s As used in the Agreement, the term “termination of employment (or words to similar effect) employment” shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “mean Executive’s separation from service” service with the Company within the meaning of Code Section 409A of the Code and the regulations and other guidance promulgated thereunder. In no event may Executive, directly or indirectly, designate the calendar year of a payment. For purposes of Section 409A of the Code, each payment hereunder shall be treated as a separate payment and the right to a series of payments shall be treated as the right to a series of separate payments. All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. (b) Notwithstanding any provision anything in this Agreement to the contrary, if the Employee is deemed on the date required by Section 409A of the Employee’s separation from service to be Code, if Executive is considered a “specified employee” within for purposes of Section 409A of the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that amounts under this Agreement is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement for a period of costs and expenses (including reimbursement of COBRA premiums six months after separation from service pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to 409A of the Employee for Federal income tax purposesCode, payment of such reimbursements amounts shall be made delayed as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 required by Section 409A of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefitCode, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year accumulated amounts shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) If under this Agreement, any amount is to be paid in two (2) or more installmentsa lump sum payment within ten days after the end of the six month period. If Executive dies during the postponement period prior to the payment of benefits, each such installment the amounts withheld on account of Section 409A of the Code shall be treated as a separate payment for purposes paid to the personal representative of Section 409A.Executive’s estate within 60 days after the date of Executive’s death.

Section 409A of the Code. (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The EmployeeExecutive’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (ba) Notwithstanding any provision to the contrary in this Agreement to the contraryAgreement, if the Employee Executive is deemed on the date of the EmployeeExecutive’s separation from service termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder and not exempt from Code Section 409A as a short-term deferral or otherwise that is payable due to the EmployeeExecutive’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to Executive prior to the Employee priorearlier of (i) the expiration of the six (6) month period measured from the date of Executive’s separation from service, and (ii) the date of Executive’s death. On the first day of the seventh month following the date of Executive’s separation from service or, if earlier, on the date of Executive’s death, all payments delayed pursuant to this Section 15(a) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due to Executive under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (cb) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee Executive for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. Any tax gross-ups provided for under this Agreement shall in no event be paid to Executive later than the December 31 of the calendar year following the calendar year in which the taxes subject to gross-up are incurred or paid by Executive. (dc) If any amount under this Agreement, any amount Agreement is to be paid in two (2) or more installments, for purposes of Code Section 409A each such installment shall be treated as a separate payment for purposes of Section 409A.payment.

Section 409A of the Code. (a) The intent Notwithstanding any provision of the parties is that payments and benefits under this Agreement comply withto the contrary, or be exempt from, this Agreement is intended to meet the requirements of Section 409A of the Internal Revenue Code andof 1986, accordingly, as amended (the "Code") to the maximum extent permittedapplicable, the Parties intend to administer this Agreement in a manner that is consistent with those requirements or an exception thereto, and this Agreement shall be construed and interpreted in accordance with such intent. The Any payments that are considered deferred compensation under Section 409A of the Code and that are paid to a "specified employee" (as defined in Section 409A of the Code) upon separation from service shall be subject to a six (6) month delay, if required by Section 409A of the Code. If required by Section 409A of the Code, any amounts otherwise payable during the six (6) month period that commences on and follows the Employee’s 's termination date shall be paid in one lump sum amount on the first payroll date following the six (6) month period following the Employee date of termination (or within thirty (30) days of the Employee's death, if earlier). For purposes of Section 409A of the Code, all payments to be made upon a termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of under this Agreement unless such termination of employment constitutes may only be made upon a “"separation from service” " (within the meaning of Code such term under Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any Code). Each payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment payment. In no event shall the Employee, directly or indirectly, designate the calendar year of a payment. All reimbursements under this Agreement shall be provided in a manner that complies with Section 409A of the Code, if applicable. If required by regulations or other guidance issued under Section 409A of the Code or a court of competent jurisdiction, the provisions regarding payments hereunder shall be amended to provide for purposes such payments to be made at the time allowed under such regulations, guidance or authority that most closely achieves the intent of Section 409A.this Agreement.

Section 409A of the Code. (a) The intent Notwithstanding any provision of the parties is that payments and benefits under this Agreement comply withto the contrary, or be exempt from, this Agreement is intended to meet the requirements of Section 409A of the Internal Revenue Code andof 1986, accordingly, as amended (the “Code”) to the maximum extent permittedapplicable, the Parties intend to administer this Agreement in a manner that is consistent with those requirements or an exception thereto, and this Agreement shall be construed and interpreted in accordance with such intent. The Any payments that are considered deferred compensation under Section 409A of the Code and that are paid to a “specified employee” (as defined in Section 409A of the Code) upon separation from service shall be subject to a six (6) month delay, if required by Section 409A of the Code. If required by Section 409A of the Code, any amounts otherwise payable during the six (6) month period that commences on and follows the Employee’s termination date shall be paid in one lump sum amount on the first payroll date following the six (6) month period following the Employee date of employment termination (or words to similar effectwithin thirty (30) shall not be deemed to have occurred for days of the Employee’s death, if earlier). For purposes of this Agreement unless such Section 409A of the Code, all payments to be made upon a termination of employment constitutes under this Agreement may only be made upon a “separation from service” (within the meaning of Code such term under Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any Code). Each payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment payment. In no event shall the Employee, directly or indirectly, designate the calendar year of a payment. All reimbursements under this Agreement shall be provided in a manner that complies with Section 409A of the Code, if applicable. If required by regulations or other guidance issued under Section 409A of the Code or a court of competent jurisdiction, the provisions regarding payments hereunder shall be amended to provide for purposes such payments to be made at the time allowed under such regulations, guidance or authority that most closely achieves the intent of Section 409A.this Agreement.

Section 409A of the Code. (a) The intent This Agreement is intended to comply with the requirements of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly(including the exceptions thereto), to the maximum extent permittedapplicable, and the Company shall administer and interpret this Agreement in accordance with such requirements. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be construed and interpreted in accordance deemed to be reformed to comply with such intent. The Employee’s termination the requirements of employment Section 409A of the Code (or words the applicable exemptions thereto). Notwithstanding anything to similar effect) the contrary herein, for purposes of determining Executive's entitlement to the payment or receipt of amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code, Executive's employment shall not be deemed to have occurred for purposes of this Agreement terminated unless such termination of employment constitutes and until Executive incurs a “"separation from service” within the meaning of Code " as defined in Section 409A and of the regulations and other guidance promulgated thereunder. (b) Notwithstanding Code. Reimbursement of any provision expenses provided for in this Agreement to the contrary, if the Employee is deemed on the date shall be made promptly upon presentation of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company documentation in accordance with Sterling's policies with respect thereto as in effect from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior time (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 the end of the calendar year next following the calendar year such expenses were incurred); provided, however, that in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) no event shall the amount of expenses eligible for reimbursement, or in-kind benefits, provided reimbursement hereunder during any taxable a calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, reimbursement in any other taxable year. (d) If . Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement, any amount Agreement that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code is payable or provided due to a "separation from service" for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a "specified employee" (as determined under Treas. Reg. § 1.409A-1(i) and related Company procedures), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the date that is six (6) months after the date of Executive's separation from service (or, if earlier, the date of Executive's death). Any installment payments that are delayed pursuant to this Section 10 shall be accumulated and paid in a lump sum on the first day of the seventh month following the date of Executive's separation from service (or, if earlier, upon Executive's death), and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. The Severance Benefits and CIC Severance Benefits are intended not to constitute deferred compensation subject to Section 409A of the Code to the extent such Severance Benefits or CIC Severance Benefits are covered by (a) the "short-term deferral exception" set forth in Treas. Reg. § 1.409A-1(b)(4), (b) the "two times severance exception" set forth in Treas. Reg. § 1.409A-1(b)(9)(iii), or (2c) or more installmentsthe "limited payments exception" set forth in Treas. Reg. § 1.409A-1(b)(9)(v)(D). The short-term deferral exception, each such installment the two times severance exception and the limited payments exception shall be treated applied to the Severance Benefits or CIC Severance Benefits, as applicable, in order of payment in such manner as results in the maximum exclusion of such Severance Benefits or CIC Severance Benefits, as applicable, from treatment as deferred compensation under Section 409A of the Code. Each installment of the Severance Benefits or CIC Severance Benefits, as applicable, and any other payments or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code shall be deemed to be a separate payment for purposes of Section 409A.409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

Section 409A of the Code. (ai) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Section 409A of the Code”) and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted to be in accordance with such intent. The Employee’s compliance therewith. (ii) A termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts or benefits subject to Section 409A of the Code upon or following a termination of employment unless such termination of employment constitutes is also a “separation from service” within the meaning of Code Section 409A and of the regulations and other guidance promulgated thereunderCode and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee ” .” If Executive is deemed on the date of the Employee’s separation from service termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A), then with regard to any payment or the providing of any benefit that constitutes “is considered non-qualified deferred compensation” pursuant to Code compensation under Section 409A and of the regulations issued thereunder that is Code payable due to the Employee’s on account of a “separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), ,” such payment or benefit shall not be made or provided to at the Employee prior date which is the earlier of (cA) To the extent any reimbursement day following the expiration of costs the six (6)-month period measured from the date of such “separation from service” of Executive, and expenses (including reimbursement B) the date of COBRA premiums Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7(c)(iv)8(n) provided for (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement constitutes taxable income shall be paid or provided in accordance with the normal payment dates specified for them herein. (A) All expenses or other reimbursements provided herein shall be payable in accordance with the Company’s policies in effect from time to the Employee for Federal income tax purposestime, such reimbursements but in any event shall be made as soon as practicable after on or prior to the Employee provides proper documentation supporting reimbursement but in no event later than December 31 last day of the calendar taxable year next following the calendar taxable year in which such expenses were incurred by Executive, (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses to be reimbursed are incurred. With regard to any provision herein that provides eligible for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, in any other taxable year and (iC) the right to reimbursement or in-kind benefits is shall not be subject to liquidation or exchange exchanged for another benefit, and (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. (div) If under For purposes of Section 409A of the Code, Executive’s right to receive any installment payments pursuant to this Agreement, any amount is to be paid in two (2) or more installments, each such installment Agreement shall be treated as a right to receive a series of separate payment for purposes of Section 409A.and distinct payments.

Section 409A of the Code. (a) The intent of This Agreement is intended to either avoid the parties is that payments and benefits under this Agreement application of, or comply with, or be exempt from, Section 409A of the Code andCode. To that end this Agreement shall at all times be interpreted in a manner that is consistent with Section 409A of the Code. Notwithstanding any other provision in this Agreement to the contrary, accordinglythe Employer shall have the right, with advance notice to the Executive, to adopt such amendments to this Agreement or take such other actions (including amendments and actions with retroactive effect) as is minimally necessary for this Agreement to comply with Section 409A of the maximum extent permitted, Code. Further: (a) Any reimbursement of any costs and expenses by the Employer to the Executive under this Agreement shall be construed and interpreted made by the Employer in accordance with such intentno event later than the close of the Executive’s taxable year following the taxable year in which the cost or expense is incurred by the Executive. The Employeeexpenses incurred by the Executive in any calendar year that are eligible for reimbursement under this Agreement shall not affect the expenses incurred by the Executive in any other calendar year that are eligible for reimbursement hereunder and the Executive’s right to receive any reimbursement hereunder shall not be subject to liquidation or exchange for any other benefit. (b) Any payment following a separation from service that would be subject to Section 409A(a)(2)(A)(i) of the Code as a distribution following a separation from service of a "specified employee" (as defined under Section 409A(a)(2)(B)(i) of the Code) shall be made on the first to occur of (i) ten (10) days after the expiration of the six-month (6) period following such separation from service, (ii) death, or (iii) such earlier date that complies with Section 409A of the Code. (c) Each payment that the Executive may receive under this Agreement shall be treated as a "separate payment" for purposes of Section 409A of the Code. (d) A termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination of employment constitutes is also a “"separation from service” " within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to timeand, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing for purposes of any benefit that constitutes “non-qualified deferred compensation” pursuant such provision of this Agreement, references to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s a "termination," "termination of employment," or like terms shall mean "separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A."

Section 409A of the Code. (a) The intent It is the intention of the parties is that payments and benefits under this Agreement comply with, or with and be exempt from, interpreted in accordance with Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended and the United States Department of Treasury regulations and other guidance issued thereunder (collectively, “Section 409A”). Each payment in a series of payments provided to the maximum extent permitted, Executive pursuant to this Agreement will be deemed a separate payment for purposes of Section 409A. If any amount payable under this Agreement upon a termination of employment is determined by the Company to constitute nonqualified deferred compensation for purposes of Section 409A (after taking into account the short-term deferral exception and the involuntary separation pay exception of the regulations promulgated under Section 409A which are hereby incorporated by reference), such amount shall not be construed paid unless and interpreted in accordance with such intent. The Employeeuntil the Executive’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment also constitutes a “separation from service” within from the meaning Company for purposes of Code Section 409A and 409A. In the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to event that the contrary, if Executive is determined by the Employee is deemed on the date of the Employee’s separation from service Company to be a “specified employee” within for purposes of Section 409A at the meaning time of that term his separation from service with the Company, any payments of nonqualified deferred compensation (after giving effect to any exemptions available under Code Section 409A(a)(2)(B409A) otherwise payable to the Executive during the first six (6) months following his separation from service shall be delayed and using paid in a lump sum upon the identification methodology selected by earlier of (x) the Company from time to timeExecutive’s date of death, or if none, (y) the default methodology set forth in Code Section 409A, then with regard to any payment or first day of the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and seventh month following the regulations issued thereunder that is payable due to the EmployeeExecutive’s separation from service, to and the extent required to balance of the installments (if any) will be delayed payable in compliance accordance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) their original schedule. To the extent any expense, reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) or in-kind benefit provided for under this Agreement constitutes taxable income to the Employee Executive constitutes nonqualified deferred compensation for Federal income tax purposespurposes of Section 409A, such (i) the amount of any expense eligible for reimbursement or the provision of any in-kind benefit with respect to any calendar year shall not affect the amount of expense eligible for reimbursement or the amount of in-kind benefit provided to the Executive in any other calendar year, (ii) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made as soon as practicable after on or before the Employee provides proper documentation supporting reimbursement but in no event later than December 31 last day of the calendar year next following the calendar year in which the expenses to be reimbursed are applicable expense is incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, and (iiii) the right to payment or reimbursement or in-kind benefits is hereunder may not be subject to liquidation or exchange for another benefit, and (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 yearbenefit. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent of Although the parties is that payments and benefits provided under this Agreement are intended to be exempt from the application of, or, to the extent subject thereto, comply with, or be exempt from, the requirements of Section 409A of the Code and(“Section 409A”), accordinglythe tax treatment of the payments and benefits provided under this Agreement is not warranted or guaranteed. Specifically, any taxable benefits or payments provided under this Agreement are intended to be separate payments that qualify for the “short-term deferral” exception to Section 409A to the maximum extent permittedpossible, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to Section 409A to the maximum extent possible. This Agreement shall be construed, administered, and governed in a manner that effects such intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A upon the Executive. (b) Each amount to be paid or benefit to be provided under this Agreement shall be construed and interpreted in accordance with such intent. The Employee’s termination of employment (or words to similar effect) shall not be deemed to have occurred as a separate identified payment for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within Section 409A. To the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected extent required by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to each reimbursement or in-kind benefits benefit provided under this Agreement that will not be excluded from Executive's income when received is not subject to liquidation or exchange for another benefit, and the following requirements: (iii) the amount of expenses eligible for reimbursement, or in-kind benefitsbenefits provided, provided during any taxable each calendar year shall cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable calendar year; (ii) any reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. (dc) If Although the Company will endeavor to avoid the imposition of taxation, interest and penalties under Section 409A, the tax treatment of the benefits provided under this AgreementAgreement is not warranted or guaranteed. Neither the Patheon Group nor its directors, any amount is to be paid in two (2) officers, employees or more installments, each such installment advisers shall be treated held liable for any taxes, interest, penalties or other monetary amounts owed by the Executive or other taxpayer as a separate payment for purposes result of the Agreement. Any reference in this Agreement to Section 409A.409A will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury or the Internal Revenue Service.

Section 409A of the Code. (a) The intent of If the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The Employee’s termination of employment (or words giving rise to similar effect) shall the payments described in Section 3.2.1 is not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Treas. Reg. § 1.409A-1(h)(1) (or any successor provision), then the amounts otherwise payable pursuant to that section will instead be deferred without interest and paid when Executive experiences a Separation from Service. Payments under this Employment Agreement are intended to be compliant with, or exempt from, the requirements of Section 409A of the Code, and the regulations and other guidance promulgated thereunder. (b) this Employment Agreement should be construed accordingly. Notwithstanding any provision anything in this Employment Agreement to the contrarycontrary or otherwise, if the Employee is deemed on the date of the Employee’s separation from service with respect to be any expense, reimbursement or in-kind benefit provided pursuant to this Employment Agreement that constitutes a “specified employeedeferral of compensation” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A of the Code and its implementing regulations and guidance, (a) the regulations issued thereunder that is payable due expenses eligible for reimbursement or in-kind benefits provided to Executive must be incurred during the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(BEmployment Term (or applicable survival period), such payment (b) the amount of expenses eligible for reimbursement or benefit shall not be made or in-kind benefits provided to Executive during any calendar year will not affect the Employee prior amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (c) To the extent any reimbursement of costs and reimbursements for expenses (including reimbursement of COBRA premiums pursuant for which Executive is entitled to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements be reimbursed shall be made as soon as practicable after on or before the Employee provides proper documentation supporting reimbursement but in no event later than December 31 last day of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, applicable expense is incurred and (id) the right to payment or reimbursement or in-kind benefits is hereunder may not subject to liquidation be liquidated or exchange exchanged for another benefit, and (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 yearbenefit. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent provisions of the parties is that payments and benefits under this Agreement are intended to comply with, or be exempt from, with Section 409A of the Internal Revenue Code andof 1986, accordingly, to as amended (the maximum extent permitted, this Agreement “Code”) and any final regulations and guidance promulgated thereunder (“Section 409A”) and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Company and interpreted Executive agree to work together in accordance with such intent. The Employee’s termination of employment (or words good faith to similar effect) shall not be deemed consider amendments to have occurred for purposes of this Agreement unless and to take such termination reasonable actions which are necessary, appropriate or desirable to avoid imposition of employment constitutes a “separation from service” within the meaning of Code any additional tax or income recognition prior to actual payment to Executive under Section 409A and the regulations and other guidance promulgated thereunder.409A. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of that Executive will be reimbursed for costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as otherwise permitted by Code Section 409A, (ia) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (iib) 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 (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (c) such payments shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred. (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination constitutes a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement references to a “termination,” “termination of employment” or like terms shall have such meaning. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such Each installment payable hereunder shall be treated as constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the maximum extent permitted by that regulation, with any amount that is not exempt from Code Section 409A being subject to Code Section 409A. (e) Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination, then only that portion of the severance and benefits payable to Executive pursuant to this Agreement, if any, and any other severance payments or separation benefits which may be considered “deferred compensation” under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Executive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in one lump sum cash payment on the date six (6) months and one (1) day following the date of Executive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following termination but prior to the six (6) month anniversary of Executive’s termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. (f) For purposes of this Agreement, “Section 409A Limit” will mean a sum equal (x) to the amounts payable prior to March 15 following the year in which Executive is terminated plus (y) the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Company’s taxable year preceding the Company’s taxable year of Executive’s termination of employment as determined under Section 409A and any IRS guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated.

Section 409A of the Code. (a) The intent of the parties It is intended that payments and benefits under this Agreement will comply with, or be exempt from, with Section 409A of the Code and, accordingly, (and any regulations and guidelines issued thereunder) to the maximum extent permittedthe Agreement is subject thereto, this and the Agreement shall be construed and interpreted in accordance on a basis consistent with such intent. The Employee’s termination If an amendment of employment (the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will 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 words failure by Company in good faith to similar effect) act, pursuant to this Section 10.14, shall subject Company to any claim, liability, or expense, and Company shall not be deemed have any obligation to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation indemnify or otherwise protect Executive from service” within the meaning of Code obligation to pay any taxes pursuant to Section 409A and of the regulations and other guidance promulgated thereunder. (b) Notwithstanding Code. In addition, notwithstanding any provision to the contrary in this Agreement to the contraryAgreement, if the Employee Executive is deemed on the date of the Employee’s his “separation from service service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of that term under Code Treas. Reg. Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A1.409A-1(i)), then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code Section 409A and (the regulations issued thereunder that is payable due “Delayed Payments”), such payment shall not be made prior to the Employee’s earlier of (i) the expiration of the six (6) month period measured from the date of his “separation from service” and (ii) the date of his death. Any payments due under this Agreement other than the Delayed Payments shall be paid in accordance with the normal payment dates specified herein. In no case will the delay of any of the Delayed Payments by Company constitute a breach of Company’s obligations under this Agreement. For all purposes under this Agreement, reference to Executive’s “termination of employment” (and corollary terms) with Company shall be construed to refer to Executive’s “separation from service” (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by Company) with Company. In addition, to the extent required to be delayed that any reimbursement, fringe benefit or other, similar plan or arrangement in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to which Executive participates during the Employee prior (c) To the extent any reimbursement term of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for Executive’s employment under this Agreement constitutes taxable income or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and (ii) subject to the Employee for Federal income tax purposesany shorter time periods provided herein, any reimbursement or payment of an expense under such reimbursements shall plan or arrangement must be made as soon as practicable after on or before the Employee provides proper documentation supporting reimbursement but in no event later than December 31 last day of the calendar year next following the calendar year in which the expenses to be reimbursed are expense was incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted to be in compliance therewith. (b) Notwithstanding any provision of this Agreement to the contrary, in the event that Executive is a “specified employee” within the meaning of Section 409A (as determined in accordance with such intent. The the methodology established by the Company as in effect on the Date of Termination) (a “Specified Employee’s termination of employment (”), any payments or words to similar effect) shall not be deemed to have occurred for purposes of benefits that are considered non-qualified deferred compensation under Section 409A payable under this Agreement unless such termination on account of employment constitutes a “separation from service” during the six-month period immediately following the Date of Termination shall, to the extent necessary to comply with Section 409A, instead be paid, or provided, as the case may be, on the first business day after the date that is six months following Executive's “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date 409A. For purposes of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard Executive’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. In no event may Executive, directly or indirectly, designate the calendar year of any payment or the providing of any benefit to be made under this Agreement that constitutes “non-qualified is considered nonqualified deferred compensation” pursuant , subject to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior409A. (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code benefits that are deferred compensation subject to Section 409A, (i) the right to reimbursement or in-kind benefits is shall not be subject to liquidation or exchange for another benefit, and (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. year and (diii) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment payments shall be treated as a separate payment for purposes made on or before the last day of Section 409A.Executive’s taxable year following the taxable year in which the expense occurred.

Section 409A of the Code. (a) The intent This Agreement and the PRSUs granted hereunder are intended to comply with the requirements of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code or an exemption or exclusion therefrom, and, accordinglywith respect to PRSUs that constitute deferred compensation subject to Section 409A of the Code, to the maximum extent permitted, Plan and this Agreement as well as any Individual Agreement shall be construed interpreted and interpreted administered in all respects in accordance with such intent. The Employee’s termination Section 409A of employment the Code (or words including with respect to similar effect) the application of any defined terms to PRSUs that constitute nonqualified deferred compensation, which defined terms shall not be deemed interpreted to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code required by Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required in order to be delayed in compliance with Code avoid accelerated taxation and/or tax penalties under Section 409A(a)(2)(B409A of the Code), such . Each payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement the delivery of COBRA premiums pursuant shares of Common Stock) under the PRSUs that constitutes nonqualified deferred compensation subject to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 409A of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.409A of the Code and, to the extent to be made or delivered upon a termination of employment may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Grantee pursuant to Section 409A of the Code. In no event may Grantee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that constitutes nonqualified deferred compensation subject to Section 409A of the Code. Notwithstanding any other provision of this Agreement to the contrary, if Grantee is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Corporation as in effect on the date of Grantee’s separation from service), PRSUs that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be deliverable by reason of Grantee’s separation from service during the six-month period immediately following such separation from service shall instead be provided on the earlier to occur of: (a) the date that is six months and one day after Grantee’s separation from service; or (b) the date of Grantee’s death.

Section 409A of the Code. (a) The intent of the parties It is intended that payments and benefits under this Agreement will comply with, or be exempt from, with Section 409A of the Code and, accordingly, (and any regulations and guidelines issued thereunder) to the maximum extent permittedthe Agreement is subject thereto, this and the Agreement shall be construed and interpreted in accordance on a basis consistent with such intent. The Employee’s termination If an amendment of employment (the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will 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 words failure by Company in good faith to similar effect) act, pursuant to this Section 8.14, shall subject Company to any claim, liability, or expense, and Company shall not be deemed have any obligation to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation indemnify or otherwise protect Executive from service” within the meaning of Code obligation to pay any taxes pursuant to Section 409A and of the regulations and other guidance promulgated thereunder. (b) Notwithstanding Code. In addition, notwithstanding any provision to the contrary in this Agreement to the contraryAgreement, if the Employee Executive is deemed on the date of the EmployeeExecutive’s “separation from service service” (within the meaning of Treas. Reg. Section 1.409A 1(h)) to be a “specified employee” (within the meaning of that term under Code Treas. Reg. Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A1.409A 1(i)), then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code Section 409A and (the regulations issued thereunder that is payable due “Delayed Payments”), such payment shall not be made prior to the Employeeearlier of (i) the expiration of the six (6) month period measured from the date of Executive’s “separation from service” and (ii) the date of Executive’s death. Any payments due under this Agreement other than the Delayed Payments shall be paid in accordance with the normal payment dates specified herein. In no case will the delay of any of the Delayed Payments by Company constitute a breach of Company’s obligations under this Agreement. For the provision of payments and benefits under this Agreement upon termination of employment, reference to Executive’s “termination of employment” (and corollary terms) with Company shall be construed to refer to Executive’s “separation from service” from Company (as determined under Treas. Reg. Section 1.409A 1(h), as uniformly applied by Company) in tandem with Executive’s termination of employment with Company. In addition, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent that any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code benefit under this Agreement or under any other reimbursement or in-kind benefit plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A409A of the Code, (i) the amount eligible for reimbursement or in-kind benefit in one calendar year may not affect the amount eligible for reimbursement or in-kind benefit in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) the right to reimbursement or an in-kind benefits benefit is not subject to liquidation or exchange for another benefit, and (iiiii) the amount subject to any shorter time periods provided herein, any such reimbursement of expenses eligible for reimbursement, an expense or in-kind benefitsbenefit must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. If the sixty (60)-day period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”), provided then any severance payments that would otherwise occur during any taxable the portion of the Crossover 60-Day Period that falls within the first year shall not affect will be delayed and paid in a lump sum during the expenses eligible for reimbursement, or inportion of the Crossover 60-kind benefits to be provided, in any other taxable Day Period that falls within the second year. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent This Agreement and the TRSUs granted hereunder are intended to comply with the requirements of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code or an exemption or exclusion therefrom, and, accordinglywith respect to TRSUs that constitute deferred compensation subject to Section 409A of the Code, to the maximum extent permitted, Plan and this Agreement as well as any Individual Agreement shall be construed interpreted and interpreted administered in all respects in accordance with such intent. The Employee’s termination Section 409A of employment the Code (or words including with respect to similar effect) the application of any defined terms to TRSUs that constitute nonqualified deferred compensation, which defined terms shall not be deemed interpreted to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code required by Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required in order to be delayed in compliance with Code avoid accelerated taxation and/or tax penalties under Section 409A(a)(2)(B409A of the Code), such . Each payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement the delivery of COBRA premiums pursuant shares of Common Stock) under the TRSUs that constitutes nonqualified deferred compensation subject to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 409A of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.409A of the Code and, to the extent to be made or delivered upon a termination of employment may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Grantee pursuant to Section 409A of the Code. In no event may Grantee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that constitutes nonqualified deferred compensation subject to Section 409A of the Code. Notwithstanding any other provision of this Agreement to the contrary, if Grantee is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Corporation as in effect on the date of Grantee’s separation from service), TRSUs that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be deliverable by reason of Grantee’s separation from service during the six-month period immediately following such separation from service shall instead be provided on the earlier to occur of: (a) the date that is six months and one day after Grantee’s separation from service; or (b) the date of Grantee’s death.

Section 409A of the Code. (a) The intent This Agreement is intended to comply with the requirements of Section 409A of the parties is that Code, and shall be interpreted and construed consistently with such intent. The payments and benefits under to Executive pursuant to this Agreement comply with, or are also intended to be exempt from, from Section 409A of the Code and, accordingly, to the maximum extent permittedpossible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be construed considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), Conn’s and interpreted Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that in accordance no event shall Conn’s be responsible for any 409A Penalties that arise in connection with such intentany amounts payable under this Agreement. The EmployeeTo the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment (or words to employment” such term and similar effect) terms shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a refer to Executive’s “separation from service,” within the meaning of Code Section 409A and of the regulations and other guidance promulgated thereunder. (b) Code. Notwithstanding any other provision in this Agreement Agreement, to the contraryextent any payment hereunder constitutes nonqualified deferred compensation, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or and Executive is a specified employee (within the providing meaning of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and of the regulations issued thereunder that is payable due to Code) as of the Employeedate of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the extent required to six-month anniversary of Executive’s separation from service, shall be delayed in compliance with Code Section 409A(a)(2)(B), such payment until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or benefit shall not be made or provided (ii) the date of Executive’s death. Any reimbursement payable to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums Executive pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after conditioned on the Employee provides proper documentation supporting submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive in accordance with Conn’s expense reimbursement policy, but in no event later than December 31 the last day of the calendar year next following the calendar year in which Executive incurred the expenses to be reimbursed are incurredreimbursable expense. With regard to any provision herein that provides for reimbursement Any amount of expenses eligible for reimbursement, or in-kind benefitsbenefit provided, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is during a calendar year shall not subject to liquidation or exchange for another benefit, and (ii) affect the amount of expenses eligible for reimbursement, or in-kind benefitsbenefit to be provided, provided during any taxable year shall not affect the expenses eligible for reimbursement, other calendar year. The right to any reimbursement or in-kind benefits benefit pursuant to this Agreement shall not be provided, in subject to liquidation or exchange for any other taxable yearbenefit. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent of the parties is that payments and benefits Amounts payable under this Agreement comply withare intended, in whole or be exempt fromin part, to meet the requirements of the “short-term deferral” exception or another exception under Section 409A of the Code andCode. For purposes of Section 409A of the Code, accordingly, all payments to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The Employee’s made upon a termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of under this Agreement unless such termination of employment constitutes may only be made upon a “separation from service” within the meaning of Code such term under Section 409A of the Code and each payment made under this Agreement shall be treated as a separate payment. In no event shall the regulations Employee, directly or indirectly, designate the calendar year of payment. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other guidance promulgated thereunder.calendar year, (iii) the (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date reimbursement of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not an eligible expense will be made on or provided to before the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 last day of the calendar year next following the calendar year in which the expenses to be reimbursed are expense is incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, and (iiv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (dc) If Notwithstanding anything in this Agreement to the contrary, if at the time of the Employee’s “separation from service” with the Company, the Company has securities which are publicly-traded on an established securities market and the Employee is a “specified employee,” and it is necessary to postpone payment of any amount under this AgreementAgreement for a period of six (6) months after the Employee’s “separation from service” with the Company to prevent any accelerated or additional tax under Section 409A of the Code, any payment of such amount is to shall be postponed as required by Section 409A of the Code, and the accumulated postponed amount, with interest (as described below), shall be paid in two a lump sum payment within ten (210) or more installmentsdays after the end of the six-month period. If the Employee dies during the postponement period prior to the payment of postponed amount, each such installment the amounts postponed on account of Section 409A of the Code, with interest, shall be treated paid to the personal representative of the Employee’s estate within sixty (60) days after the date of the Employee’s death. A “specified employee” shall mean an employee who, at any time during the twelve (12) month period ending on the identification date, is a “specified employee” under Section 409A of the Code, as a separate payment for purposes may be determined by the Company’s Board of Directors or its delegate. The determination of “specified employees,” including the number and identity of persons considered “specified employees” and the identification date, shall be made by the Company’s Board of Directors or its delegate in accordance with the provisions of Sections 416(i) and 409A of the Code and the regulations issued thereunder. If amounts are postponed on account of Section 409A.409A, the postponed amounts will be credited with interest for the postponement period. Said interest shall be compounded daily at an annualized rate equal to the interest rate reported by The Wall Street Journal as its “prime rate” on the Effective Termination Date.

Section 409A of the Code. (a) The intent It is the intention of the parties is that payments and benefits under to this Agreement comply with, that no payment or be exempt from, entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the Executive under Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including that issued after the date hereof (collectively, “Section 409A”). The Agreement shall be interpreted to that end and, accordingly, consistent with that objective and notwithstanding any provision herein to the maximum extent permittedcontrary, the Company may unilaterally take any action it deems necessary or desirable to amend any provision herein to avoid the application of or excise tax under Section 409A. Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under that provision. The Company shall from time to time compile a list of “specified employees” as defined in, and pursuant to, Treas. Reg. Section 1.409A-1(i). Notwithstanding any other provision herein, if the Executive is a specified employee on the date of termination, no payment of compensation under this Agreement shall be construed and interpreted made to the Executive during the period lasting six (6) months from the date of termination unless the Company determines that there is no reasonable basis for believing that making such payment would cause the Executive to suffer any adverse tax consequences pursuant to Section 409A of the Code. If any payment to the Executive is delayed pursuant to the foregoing sentence, such payment instead shall be made on the first business day following the expiration of the six-month period referred to in the prior sentence, unless specified otherwise in Section 6(l)(i) hereof. Although the Company shall consult with Executive in good faith regarding implementation of this Section 6(l), neither the Company nor its employees or representatives shall have liability to the Executive with respect to any additional taxes that the Executive may be subject to in the event that any amounts under this Agreement are determined to violate Code section 409A. (i) Notwithstanding the above, amounts described as being subject to payment in accordance with such intent. The Employee’s termination the provisions of employment (or words to similar effectthis Section 6(l)(i) shall not be deemed subject to have occurred a delay in payment for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on six-month period following the date of the Employee’s separation from service termination and shall be paid as follows: For any Base Salary under Section 6(a)(v) or Section 6(c)(iv)(A) to be a “specified employee” within continued beyond the meaning date of termination and for any Pension Replacement Payment, all payments that term under Code Section 409A(a)(2)(B) and using would have been made during the identification methodology selected by six-month period immediately following the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing date of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements termination shall be made in a single cash payment on the first business day following the expiration of such six-month period, and as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next first business day following the calendar year expiration of such six-month period all such payments shall resume in which accordance with the expenses to be reimbursed are incurred. With regard to regular payroll practices of the Company until the end of the specified period; any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code bonus payments under Section 409A, (i6(c)(iv)(B) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each a single lump sum payment on the first business day following the expiration of such installment shall be treated as a separate payment for purposes of Section 409A.six-month period.

Section 409A of the Code. (a) The intent of This Agreement is intended to either avoid the parties is that payments and benefits under this Agreement application of, or comply with, or be exempt from, Section 409A of the Code andCode. To that end this Agreement shall at all times be interpreted in a manner that is consistent with Section 409A of the Code. Notwithstanding any other provision in this Agreement to the contrary, accordinglythe Company shall have the right, in its sole discretion, to adopt such amendments to this Agreement or take such other actions (including amendments and actions with retroactive effect) as it determines is necessary or appropriate for this Agreement to comply with Section 409A of the maximum extent permitted, Code. Further: (a) Any reimbursement of any costs and expenses by the Employer to the Executive under this Agreement shall be construed and interpreted made by the Employer in accordance with such intentno event later than the close of the Executive’s taxable year following the taxable year in which the cost or expense is incurred by the Executive. The Employeeexpenses incurred by the Executive in any calendar year that are eligible for reimbursement under this Agreement shall not affect the expenses incurred by the Executive in any other calendar year that are eligible for reimbursement hereunder and the Executive’s right to receive any reimbursement hereunder shall not be subject to liquidation or exchange for any other benefit. (b) Any payment following a separation from service that would be subject to Section 409A(a)(2)(A)(i) of the Code as a distribution following a separation from service of a “specified employee” (as defined under Section 409A(a)(2)(B)(i) of the Code) shall be made on the first to occur of (i) ten (10) days after the expiration of the six-month (6) period following such separation from service, (ii) death, or (iii) such earlier date that complies with Section 409A of the Code. (c) Each payment that the Executive may receive under this Agreement shall be treated as a “separate payment” for purposes of Section 409A of the Code. (d) A termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination of employment constitutes is also a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service Code and, for purposes of any such provision of this Agreement, references to be a “specified employeetermination,” within the meaning “termination of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, employment,” or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes like terms shall mean “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.”

Section 409A of the Code. (a) The intent To the extent applicable, this Employment Agreement shall be interpreted, construed and operated in accordance with Section 409A of the parties Internal Revenue Code (the “Code”) and the Treasury Regulations and other guidance issued thereunder. If on the date of the Executive’s separation from service (as defined in Treasury Regulation Section 1.409A-1(h)) with the Company, the Executive is that payments and benefits under this Agreement comply with, or be exempt from, a specified employee (as defined in Section 409A of the Code andand Treasury Regulation §1.409A-1(i)), accordingly, no payment constituting the “deferral of compensation” within the meaning of Treasury Regulation Section 1.409A-1(b) and after application of the exemptions provided in Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii) shall be made to the maximum extent permittedExecutive at any time during the six-month period following the Executive’s separation from service, and any such amounts deferred such six months shall instead be paid in a lump sum on the first payroll payment date following expiration of such six-month period. For purposes of conforming this Employment Agreement shall be construed and interpreted in accordance with such intent. The Employee’s to Section 409A, the parties agree that any reference to termination of employment, severance from employment, resignation from employment (or words to similar effect) terms shall not mean and be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes interpreted as a “separation from service” within the meaning as defined in Treasury Regulation Section 1.409A-1(h). Each payment of Code severance under this Employment Agreement shall be considered a separate payment for purposes of Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service409A. Except as otherwise expressly provided herein, to the extent required any expense reimbursement or the provision of any in-kind benefit under this Employment Agreement is determined to be delayed subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in compliance with Code Section 409A(a)(2)(Bone calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any lifetime or other aggregate limitation applicable to medical expenses), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 shall any expenses be reimbursed after the last day of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to Executive incurred such expenses, and in no event shall any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or the or the provision of any in-kind benefits is not benefit be subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent of the parties is that Certain payments and benefits under this Severance Agreement comply with, or are intended to be exempt fromfrom the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), while other payments hereunder may constitute “nonqualified deferred compensation” within the meaning of Section 409A, the payment of which is intended to comply with Section 409A, To the extent applicable, this Severance Agreement shall be interpreted in accordance with Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The Employee’s termination Department of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the Treasury regulations and other interpretive guidance promulgated thereunder. issued thereunder (b) collectively, “Section 409A”). Notwithstanding any provision in of this Severance Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service Company determines that any compensation or benefits payable under this Severance Agreement may be subject to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then the Company may, with regard the Executive’s prior written consent, adopt such amendments to this Severance Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any payment other actions, that the Company determines are necessary or appropriate to (i) exempt the providing compensation and benefits payable under this Severance Agreement from Section 409A and/or preserve the intended tax treatment of any benefit that constitutes “non-qualified deferred compensation” such compensation and benefits, or (ii) comply with the requirements of Section 409A. (b) Any reimbursement pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to provisions of this Severance Agreement will be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in paid no event later than December 31 the last day of the calendar year next following the calendar year in which the expenses to be reimbursed are expense was incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the The amount of expenses eligible for reimbursement, or in-kind benefitsbenefits provided, provided during any taxable a calendar year shall will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable calendar year. Any reimbursement to be made or in-kind benefit to be provided pursuant to the provisions of this Severance Agreement is not subject to liquidation or exchange for another benefit. (c) The Executive shall not receive any amounts set forth in Section 4.2(b) unless the termination of the Executive’s employment constitutes a “separation from service” within the meaning of Section 409A. (d) If Nothing in this Severance Agreement shall create any obligation on the part of the Company or any of its affiliates to indemnify, reimburse, gross up, or otherwise compensate the Executive for any taxes, interest, penalties, costs, losses, damages, or expenses arising out of any violation of Section 409A or any corresponding provision of state, local, or foreign law. (e) Each payment under this Agreement, any amount is to be paid in two (2) or more installments, each such installment Severance Agreement shall be treated designated as a “separate payment for purposes payment” within the meaning of Section 409A. (f) Notwithstanding anything to the contrary in this Severance Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 4.2(b) hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code) if the Company determines that paying such amounts at the time or times indicated in this Severance Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period, plus interest credited at the applicable federal rate in effect as of the date of termination of the Executive’s employment provided for in Section 7872(f)(2)(A) of the Code.

Section 409A of the Code. (a) The intent of the parties This Employment Agreement is that payments and benefits under this Agreement intended to comply with, or be exempt from, with Section 409A of the Code andand its corresponding regulations, accordinglyor an exemption, and payments may only be made under this Employment Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. Payment under this Employment Agreement is intended to be exempt from Code Section 409A under the “short-term deferral” exception set forth in Treasury Regulation Section 1.409A-1(b)(4), to the maximum extent permittedapplicable, this Agreement shall and then under the “separation pay” exception set forth in Treasury Regulation Section 1.409A-1(b)(9), to the maximum extent applicable. All payments to be construed and interpreted in accordance with such intent. The Employee’s made upon a termination of employment (or words to similar effect) shall not under this Employment Agreement may only be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes made upon a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) (or any successor provision) (a “Separation from Service”). For purposes of Code Section 409A, the right to a series of installment payments under this Employment Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. If the termination of employment giving rise to the payments described in Section 3.2.1 is not a Separation from Service, then the amounts otherwise payable pursuant to Section 3.2.1 will instead be deferred without interest and paid when Executive experiences a Separation from Service. Notwithstanding anything in this Employment Agreement to the contrary or otherwise, with respect to any expense, reimbursement or in-kind benefit provided pursuant to this Employment Agreement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and the its implementing regulations and other guidance promulgated thereunder. guidance, (a) the expenses eligible for reimbursement or in-kind benefits provided to Executive must be incurred during the Amended Employment Term (or applicable survival period), (b) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (c) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred and (d) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Notwithstanding any provision to the contrary in this Agreement to the contraryEmployment Agreement, if the Employee Executive is deemed on by Employer at the date time of the Employee’s separation his Separation from service Service to be a “specified employee” within for purposes of Section 409A(a)(2)(B)(i) of the meaning Code, and if any of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company payments due upon Separation from time to time, or if none, the default methodology Service set forth in Code Section 409A, then herein and/or under any other agreement with regard Employer are deemed to any payment or the providing of any benefit that constitutes be “non-qualified deferred compensation,” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, then to the extent delayed commencement of any portion of such payments is required to be delayed in compliance with avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A(a)(2)(B)409A of the Code, such payment or benefit shall payments will not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income Executive prior to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 earliest of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefitexpiration of the six (6)-month period measured from the date of Executive’s Separation from Service with Employer, and (ii) the amount date of expenses eligible for reimbursementExecutive’s death or (iii) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits all payments deferred pursuant to be provided, in any other taxable year. (d) If under this Agreement, any amount is to Section 5.12 will be paid in two (2) a lump sum to Executive, and any remaining payments due will be paid as otherwise provided in this Employment Agreement or more installments, each such installment shall in the applicable agreement. No interest will be treated as a separate payment for purposes of Section 409A.due on any amounts so deferred. ​

Section 409A of the Code. (a) The intent of This Agreement is intended to either avoid the parties is that payments and benefits under this Agreement application of, or comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permittedCode. To that end, this Agreement shall at all times be construed and interpreted in accordance a manner that is consistent with such intent. The Employee’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and of the regulations and other guidance promulgated thereunder. (b) Code. Notwithstanding any other provision in this Agreement to the contrary, if the Employee Company shall have the right, in its sole discretion, to adopt such amendments to this Agreement or take such other actions (including amendments and actions with retroactive effect) as it determines is deemed on the date necessary or appropriate for this Agreement to comply with Section 409A of the Employee’s separation from service to be a “specified employee” within the meaning Code. Further: (a) Any reimbursement of that term under Code Section 409A(a)(2)(B) any costs and using the identification methodology selected expenses by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for Executive under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after by the Employee provides proper documentation supporting reimbursement but Company in no event later than December 31 the close of the calendar Executive’s taxable year next following the calendar taxable year in which the cost or expense is incurred by the Executive. The expenses to be reimbursed incurred by the Executive in any calendar year that are incurred. With regard to any provision herein that provides eligible for reimbursement of under this Agreement shall not affect the expenses or in-kind benefits, except as permitted incurred by Code Section 409A, (i) the Executive in any other calendar year that are eligible for reimbursement hereunder and the Executive’s right to receive any reimbursement or in-kind benefits is hereunder shall not be subject to liquidation or exchange for another any other benefit. (b) Any payment following a separation from service that would be subject to Section 409A(a)(2)(A)(i) of the Code as a distribution following a separation from service of a “specified employee” (as defined under Section 409A(a)(2)(B)(i) of the Code) shall be made on the first to occur of (i) ten (10) days after the expiration of the six (6)-month period following such separation from service, and (ii) the amount of expenses eligible for reimbursementdeath, or in-kind benefits, provided during any taxable year (iii) such earlier date that complies with Section 409A of the Code. (c) Each payment that the Executive may receive under this Agreement shall not affect be treated as a “separate payment” for purposes of Section 409A of the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable yearCode. (d) If Payments under this Agreement, any amount is Agreement are intended to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes exempt from the requirements of Section 409A.409A of the Code to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A- 1(b)(9)(iii), or otherwise. Any payments and benefits provided under this Agreement may be accelerated in time or schedule by the Company, in its sole discretion, to the extent permitted by Section 409A of the Code.

Section 409A of the Code. (a) The intent of This Agreement is intended to either avoid the parties is that payments and benefits under this Agreement application of, or comply with, or be exempt from, Section 409A of the Code andCode. To that end this Agreement shall at all times be interpreted in a manner that is consistent with Section 409A of the Code. Notwithstanding any other provision in this Agreement to the contrary, accordinglythe Employer shall have the right, in its sole discretion, to adopt such amendments to this Agreement or take such other actions (including amendments and actions with retroactive effect) as it determines is necessary or appropriate for this Agreement to comply with Section 409A of the maximum extent permitted, Code. Further: (a) Any reimbursement of any costs and expenses by the Employer to the Executive under this Agreement shall be construed and interpreted made by the Employer in accordance with such intentno event later than the close of the Executive’s taxable year following the taxable year in which the cost or expense is incurred by the Executive. The Employeeexpenses incurred by the Executive in any calendar year that are eligible for reimbursement under this Agreement shall not affect the expenses incurred by the Executive in any other calendar year that are eligible for reimbursement hereunder and the Executive’s right to receive any reimbursement hereunder shall not be subject to liquidation or exchange for any other benefit. (b) Any payment following a separation from service that would be subject to Section 409A(a)(2)(A)(i) of the Code as a distribution following a separation from service of a “specified employee” (as defined under Section 409A(a)(2)(B)(i) of the Code) shall be made on the first to occur of (i) ten (10) days after the expiration of the six-month (6) period following such separation from service, (ii) death, or (iii) such earlier date that complies with Section 409A of the Code. (c) Each payment that the Executive may receive under this Agreement shall be treated as a “separate payment” for purposes of Section 409A of the Code. (d) A termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination of employment constitutes is also a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service Code and, for purposes of any such provision of this Agreement, references to be a “specified employeetermination,” within the meaning “termination of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, employment,” or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes like terms shall mean “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.”

Section 409A of the Code. (a) The intent Notwithstanding any provision of the parties is that payments and benefits under this Agreement comply withto the contrary, or be exempt from, this Agreement is intended to meet the requirements of Section 409A of the Internal Revenue Code andof 1986, accordingly, as amended (the "Code") to the maximum extent permittedapplicable, the Parties intend to administer this Agreement in a manner that is consistent with those requirements or an exception thereto, and this Agreement shall be construed and interpreted in accordance with such intent. The Any payments that are considered deferred compensation under Section 409A of the Code and that are paid to a "specified employee" (as defined in Section 409A of the Code) upon separation from service shall be subject to a six (6) month delay, if required by Section 409A of the Code. If required by Section 409A of the Code, any amounts otherwise payable during the six (6) month period that commences on and follows the Employee’s termination date shall be paid in one lump sum amount on the first payroll date following the six (6) month period following the Employee date of employment termination (or words to similar effectwithin thirty (30) shall not be deemed to have occurred for days of the Employee’s death, if earlier). For purposes of this Agreement unless such Section 409A of the Code, all payments to be made upon a termination of employment constitutes under this Agreement may only be made upon a “"separation from service” " (within the meaning of Code such term under Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any Code). Each payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment payment. In no event shall the Employee, directly or indirectly, designate the calendar year of a payment. All reimbursements under this Agreement shall be provided in a manner that complies with Section 409A of the Code, if applicable. If required by regulations or other guidance issued under Section 409A of the Code or a court of competent jurisdiction, the provisions regarding payments hereunder shall be amended to provide for purposes such payments to be made at the time allowed under such regulations, guidance or authority that most closely achieves the intent of Section 409A.this Agreement.

Section 409A of the Code. (a) The intent of the parties is that payments and benefits obligations under this Agreement are intended to comply with, or be exempt from, with the requirements of Section 409A of the Code andor an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, accordingly, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception to the maximum extent permittedpermissible. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be construed and interpreted in accordance with such intenttreated as a separate payment of compensation. The Employee’s In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. All payments to be made upon a termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of under this Agreement unless such termination of employment constitutes may only be made upon a “separation from service” within the meaning of Code under Section 409A and of the regulations and other guidance promulgated thereunderCode to the extent necessary in order to avoid the imposition of penalty taxes on the Executive pursuant to Section 409A of the Code. (b) Notwithstanding any provision anything to the contrary in this Agreement to the contraryAgreement, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) all reimbursements and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “nonin-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or kind benefits provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income that constitute nonqualified deferred compensation subject to Section 409A of the Employee for Federal income tax purposes, such reimbursements Code shall be made as soon as practicable after in accordance with the Employee provides proper documentation supporting reimbursement but requirements of Section 409A of the Code, including, without limitation, where applicable, the requirement that (i) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than December 31 the Executive’s remaining lifetime (or if longer, through the 20th anniversary of the date hereof; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible fees and expenses shall be made no later than the last day of the calendar year following the year in which the applicable fees and expenses were incurred; provided that the Executive shall 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 the such fees and expenses to be reimbursed are were incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, ; and (iiv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (dc) If under Notwithstanding anything to the contrary in this Agreement, any amount if the Executive is to be paid in two (2) or more installments, each such installment shall be treated as considered a separate payment “specified employee” for purposes of Section 409A.409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), any payment or benefit that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to the Executive under this Agreement during the six-month period immediately following such Executive’s separation from service (as determined in accordance with Section 409A of the Code) on account of such Executive’s separation from service shall be accumulated and paid to such Executive on the first business day of the seventh month following the Executive’s separation from service (the “Delayed Payment Date”), to the extent necessary to avoid penalty taxes or accelerated taxation pursuant to Section 409A of the Code. If the Executive dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal representative of the Executive’s estate on the first to occur of the Delayed Payment Date or thirty (30) calendar days after the date of the Executive’s death.

Section 409A of the Code. For purposes of compliance with Code Section 409A: (a) The intent of the parties It is intended that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance comply with such intent. The Employee’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning provisions of Code Section 409A and the Treasury regulations relating thereto, or an exemption to Code Section 409A. Any payments that qualify for the "short-term deferral" exception shall be considered as paid first, then any payments that qualify for the separation pay plan exception shall be considered as paid next, then payments that qualify for any other exception under Section Code 409A shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Code Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the deferral election rules and the exclusion for certain short-term deferral amounts under Code Section 409A. All payments to be made upon a termination of employment under this Agreement that constitute non-qualified deferred compensation may only be made upon a "separation from service" under Section Code 409A. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. To the extent permitted under Code Section 409A or any Internal Revenue Service ("IRS") or Treasury rules or other guidance promulgated issued thereunder., the Employer may, in consultation with the Executive, modify the Agreement in order to cause the provisions of the Agreement to comply with the requirements of Code Section 409A, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Code Section 409A. (b) Notwithstanding any provision anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement to shall be made or provided in accordance with the contrary, if the Employee is deemed on the date requirements of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to including, where applicable, the requirement that (i) any payment reimbursement is for expenses incurred during the Executive's lifetime (or during a shorter period of time specified in this Agreement), (ii) the providing amount of any benefit that constitutes “nonexpenses eligible for reimbursement, or in-qualified deferred compensation” pursuant to Code Section 409A and kind benefits provided, during a calendar year may not affect the regulations issued thereunder that is payable due to the Employee’s separation from serviceexpenses eligible for reimbursement, to the extent required or in- kind benefits to be delayed provided, in compliance with Code Section 409A(a)(2)(B)any other calendar year, such payment or benefit shall not (iii) the reimbursement of an eligible expense will be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 the last day of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, expense is incurred and (iiv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (dc) If under Notwithstanding any other provision of this AgreementAgreement to the contrary and if applicable, any amount if the Executive is to be paid in two (2) or more installments, each such installment shall be treated as considered a separate payment "specified employee" for purposes of Code Section 409A.409A (as determined in accordance with the methodology established by the Employer as in effect on the date of separation from service), (i) any payment or other benefit that constitutes nonqualified deferred compensation within the meaning of Code Section 409A that is otherwise due to the Executive under this Agreement during the six-month period following his separation from service (as determined in accordance with Code Section 409A) on account of his separation from service shall be accumulated and paid to the Executive on the first business day of the seventh month following his separation from service (the "Delayed Payment Date"). If the Executive dies during the postponement period, the amounts and entitlements delayed on account of Code Section 409A shall be paid to the personal representative of his estate on the first to occur of the Delayed Payment Date or 30 days after the date of the Executive's death.

Section 409A of the Code. (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The EmployeeExecutive’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (ba) Notwithstanding any provision to the contrary in this Agreement to the contraryAgreement, if the Employee Executive is deemed on the date of the Employee’s separation from service his termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the EmployeeExecutive’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee priorExecutive prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s separation from service, and (ii) the date of the Executive’s death (the “Delay Period”). On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 18(a) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due to the Executive under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (cb) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee Executive for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. Any tax gross-ups provided for under this Agreement shall in no event be paid to Executive later than the December 31 of the calendar year following the calendar year in which the taxes subject to gross-up are incurred or paid by the Executive. (dc) If under this Agreement, any an amount is to be paid in two (2) or more installments, for purposes of Code Section 409A, each such installment shall be treated as a separate payment for purposes of Section 409A.payment.

Section 409A of the Code. (a) The intent Notwithstanding any provision of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permittedAgreement, this Agreement shall be construed and interpreted in accordance to comply with Section 409A of the Code, and if necessary, any provision shall be held null and void to the extent such intent. The Employee’s termination of employment provision (or words part thereof) fails to similar effectcomply with Section 409A of the Code or regulations thereunder. Severance benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code as a short-term deferral and/or as exempt separation pay to the maximum extent permitted under Section 409A of the Code, and this Agreement shall be construed consistent with that intent. (b) For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of nonqualified deferred compensation under the Agreement shall not be deemed to have occurred treated as a separate payment of such compensation for purposes of this Agreement unless such termination applying the Section 409A of employment constitutes a the Code deferral election rules and the exclusion from Section 409A of the Code for certain short-term deferral amounts. (c) If, as of the date of the Executive’s “separation from service” within the meaning of Code (as determined under Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be Code), the Executive is a “specified employee” within the meaning of that term under Code Treasury Regulation Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A1.409A-1(i), then with regard to the extent that any payment amount or the providing of any benefit that would be paid or provided to the Executive under this Agreement prior to the first day of the seventh month following the Executive’s “separation from service” constitutes “non-qualified an amount of deferred compensation” pursuant to Code compensation for purposes of Section 409A of the Code and is considered for purposes of Section 409A of the regulations issued thereunder Code to be owed to the Executive by virtue of his or her separation from service, then such amount or benefit will not be paid or provided during the six-month period following the date of the Executive’s separation from service and instead shall be paid or provided on the first business day that is payable due to coincident with or following the Employeefirst day of the seventh month following the Executive’s separation from service, except to the extent required that, in the Company’s reasonable judgment, payment during such six-month period would not cause the Executive to be delayed in compliance with Code incur additional tax, interest or penalties under Section 409A(a)(2)(B), such payment 409A of the Code. (d) Any reimbursements or benefit in-kind benefits provided under the Agreement shall not be made or provided to in accordance with the Employee prior requirements of Section 409A of the Code, including, where applicable, the requirement that (ci) To the extent any reimbursement is for expenses incurred during the period of costs and time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (including iii) the reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall an eligible expense will be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 the last day of the calendar year next following the calendar year in which the expenses to be reimbursed are expense is incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, and (iiv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (de) In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Executive by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. (f) To the extent that this Agreement provides for indemnification by the Company and/or the payment or advancement of costs and expenses associated with indemnification, any such amounts shall be paid or advanced to the Executive only in a manner and to the extent that such amounts are exempt from the application of Code Section 409A in accordance with the provisions of Treasury Regulation Section 1.409A-1(b)(10) or that are provided in accordance with Section 409A of the Code. (g) If payment of any amount of “deferred compensation” (as defined under this AgreementSection 409A of the Code, after giving effect to the exemptions thereunder) is contingent upon the Executive’s taking any employment related action, including but not limited to, execution of a release and waiver of claims, and if the period within which the Executive must take the employment related action would begin in one calendar year and expire in the following calendar year, then, notwithstanding the provisions of the Agreement specifying the date of payment, any amount is to be paid in two (2) or more installments, each payments contingent on such installment employment-related action shall be treated as a separate made in such following calendar year (regardless of the year of execution of such release) if payment for purposes in such following calendar year is required in order to avoid taxes, interest and penalties under Section 409A of Section 409A.the Code.

Section 409A of the Code. (a) The intent of This Agreement is intended to either avoid the parties is that payments and benefits under this Agreement application of, or comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, Code. To that end this Agreement shall at all times be construed and interpreted in accordance a manner that is consistent with such intent. The Employee’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and of the regulations and other guidance promulgated thereunder. (b) Code. Notwithstanding any other provision in this Agreement to the contrary, if the Employee is deemed on Company shall have the date right, in its sole discretion, to adopt such amendments to this Agreement or take such other actions (including amendments and actions with retroactive effect) as it determines to be necessary or appropriate for this Agreement to comply with Section 409A of the Employee’s separation from service to be a “specified employee” within the meaning Code. Further: (a) Any reimbursement of that term under Code Section 409A(a)(2)(B) any costs and using the identification methodology selected expenses by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for Executive under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after by the Employee provides proper documentation supporting reimbursement but Company in no event later than December 31 the close of the calendar Executive's taxable year next following the calendar taxable year in which the cost or expense is incurred by the Executive. The expenses to be reimbursed incurred by the Executive in any calendar year that are incurred. With regard to any provision herein that provides eligible for reimbursement of under this Agreement shall not affect the expenses or in-kind benefits, except as permitted incurred by Code Section 409A, (i) the Executive in any other calendar year that are eligible for reimbursement hereunder and the Executive's right to receive any reimbursement or in-kind benefits is hereunder shall not be subject to liquidation or exchange for another any other benefit. (b) Any payment following a Separation from Service that would be subject to Section 409A(a)(2)(A)(i) of the Code as a distribution following a Separation from Service of a "specified employee" (as defined under Section 409A(a)(2)(B)(i) of the Code) shall be made on the first to occur of (i) ten (10) days after the expiration of the six month period following such Separation from Service, and (ii) the amount of expenses eligible for reimbursement, death 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.(iii) such earlier date that complies with Section 409A. (dc) If Each payment that the Executive may receive under this Agreement, any amount is to be paid in two (2) or more installments, each such installment Agreement shall be treated as a "separate payment payment" for purposes of Section 409A.409A of the Code.

Section 409A of the Code. (a) The intent of To the parties extent applicable, it is intended that payments and benefits under this Agreement comply with, or be exempt from, with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code and, accordingly, do not apply to the maximum extent permitted, this Executive. This Agreement shall be construed administered and interpreted in accordance a manner consistent with such this intent. The Employee’s Consistent with that intent, and to the extent required under Section 409A of the Code, for benefits that are to be paid in connection with a termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such employment, “termination of employment employment” shall be limited to such a termination that constitutes a “separation from service” within the meaning of Code under Section 409A and of the regulations and other guidance promulgated thereunder. (b) Code. Notwithstanding any provision in of this Agreement to the contrary, if the Employee Executive is deemed a “specified employee,” determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, on the date of the Employee’s his separation from service to be a “specified employee” (within the meaning of that term under Code Section 409A(a)(2)(BTreasury Regulation section 1.409A-1(h)) and using if any portion of the identification methodology selected payments or benefits to be received by the Company from time Executive upon his termination of employment would constitute a “deferral of compensation” subject to timeSection 409A of the Code, then to the extent necessary to comply with Section 409A of the Code, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid or made available on the earlier of (i) the first business day of the seventh month after the date of the Executive’s termination of employment, or if none, (ii) the default methodology set forth in Code Section 409A, then with regard to any payment or the providing Executive’s death. For purposes of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code application of Section 409A and of the regulations issued thereunder that is payable due to the Employee’s separation from serviceCode, to the extent required to applicable, each payment made under this Agreement shall be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided treated as a separate payment. Notwithstanding any provision of this Agreement to the Employee prior (c) To contrary, to the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits benefit provided under this Agreement is not subject to liquidation or exchange for another benefit, and nonqualified deferred compensation within the meaning of Section 409A of the Code: (iii) the amount of expenses eligible for reimbursement, or in-kind benefitsbenefits provided, provided during any taxable a calendar year shall may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; (ii) the reimbursement of an eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent It is the intention of the parties is that payments and benefits under to this Agreement comply with, that no payment or be exempt from, entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the Executive under Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including that issued after the date hereof (collectively, “Section 409A”). The Agreement shall be interpreted to that end and, accordingly, consistent with that objective and notwithstanding any provision herein to the maximum extent permittedcontrary, the Company may unilaterally take any action it deems necessary or desirable to amend any provision herein to avoid the application of an excise tax under Section 409A. Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under that provision. The Company shall from time to time compile a list of "specified employees" as defined in, and pursuant to, Treas. Reg. Section 1.409A-1(i). Notwithstanding any other provision herein, if the Executive is a specified employee on the date of termination, no payment of compensation under this Agreement shall be construed and interpreted made to the Executive during the period lasting six (6) months from the date of termination unless the Company determines that there is no reasonable basis for believing that making such payment would cause the Executive to suffer any adverse tax consequences pursuant to Section 409A of the Code. If any payment to the Executive is delayed pursuant to the foregoing sentence, such payment instead shall be made on the first business day following the expiration of the six-month period referred to in the prior sentence, unless specified otherwise in Section 6(j)(i) hereof. Although the Company shall consult with Executive in good faith regarding implementation of this Section 6(j), neither the Company nor its employees or representatives shall have liability to the Executive with respect to any additional taxes that the Executive may be subject to in the event that any amounts under this Agreement are determined to violate Code section 409A. (i) Notwithstanding the above, amounts described as being subject to payment in accordance with such intent. The Employee’s termination the provisions of employment (or words to similar effectthis Section 6(j)(i) shall not be deemed subject to have occurred a delay in payment for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on six-month period following the date of the Employee’s separation from service termination and shall be paid as follows: For any Base Salary under Section 6(a)(v) or Section 6(c)(iv)(A) to be a “specified employee” within continued beyond the meaning date of termination and for any Pension Replacement Payment, all payments that term under Code Section 409A(a)(2)(B) and using would have been made during the identification methodology selected by six-month period immediately following the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing date of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements termination shall be made in a single cash payment on the first business day following the expiration of such six-month period, and as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next first business day following the calendar year expiration of such six-month period all such payments shall resume in which accordance with the expenses to be reimbursed are incurred. With regard to regular payroll practices of the Company until the end of the specified period; any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code bonus payments under Section 409A, (i6(c)(iv)(B) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each a single lump sum payment on the first business day following the expiration of such installment shall be treated as a separate payment for purposes of Section 409A.six-month period.

Section 409A of the Code. (a) The intent 1. It is intended that the provisions of the parties is that payments and benefits under this Agreement comply with, or be exempt from, with Section 409A of the Code andand the regulations and guidance promulgated thereunder (collectively, accordingly“Code Section 409A”), to the maximum extent permitted, and all provisions of this Agreement shall be construed and interpreted in accordance a manner consistent with such intentthe requirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Code Section 409A so long as it has acted in good faith with regard to compliance therewith. 2. The Employee’s If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. 3. A termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination of employment constitutes is also a “separation Separation from serviceService” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunderand, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean Separation from Service. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee 4. If Executive is deemed on the date of the Employee’s separation from service termination of his employment to be a “specified employee” ”, within the meaning of that term under Code Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409Amethodology, then with then: a. With regard to any payment or payment, the providing of any benefit or any distribution of equity upon separation from service that constitutes “non-qualified deferred compensation” pursuant subject to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B)409A, such payment payment, benefit or benefit distribution shall not be made or provided prior to the Employee priorearlier of (i) the expiration of the six-month period measured from the date of the Executive’s Separation from Service or (ii) the date of the Executive’s death; and b. On the first day of the seventh month following the date of Executive’s Separation from Service or, if earlier, on the date of his death, (cx) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums all payments delayed pursuant to this Section 7(c)(iv)VIII(H)(4) provided for (whether they would otherwise have been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement constitutes taxable income shall be paid or provided in accordance with the normal dates specified from them herein and (y) all distributions of equity delayed pursuant to the Employee for Federal income tax purposes, such reimbursements this Section VIII(H)(4) shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurredExecutive. 5. 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 is shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or of 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 period the arrangement is in effect and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense occurred. (d) If 6. Whenever a payment under this AgreementAgreement specifies a payment period with reference to a number of days (e.g., any amount is to be paid in two (2) or more installments, each such installment “payment shall be treated as a separate made within thirty (30) days following the date of termination), the actual date of payment for purposes within the specified period shall be within the sole discretion of Section 409A.the Company.

Section 409A of the Code. (a) The intent of the parties This Agreement is that payments and benefits under this Agreement intended to comply with, or be exempt from, with Section 409A of the Code and, accordinglyand its corresponding regulations, to the maximum extent permittedapplicable, this Agreement and shall be construed and interpreted in accordance with such intentso construed. The Employee’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision anything in this Agreement to the contrary, if the Employee is deemed on the date payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from serviceCode, to the extent required applicable. For purposes of Section 409A of the Code, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments shall be delayed in compliance with Code Section 409A(a)(2)(B), such payment treated as the right to a series of separate payments. All reimbursements or benefit in-kind benefits provided under this Agreement shall not be made or provided to in accordance with Section 409A of the Employee prior Code, including, where applicable, the requirement that (ci) To the extent any reimbursement is for expenses incurred during ▇▇. ▇▇▇▇▇▇▇▇▇▇’▇ lifetime (or during a shorter time specified in this Agreement), (ii) the amount of costs and expenses (including eligible for reimbursement or the amount of in-kind benefits provided during a calendar year may not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other calendar year, except for any medical reimbursement arrangement providing for the reimbursement of COBRA premiums pursuant expenses referred to in Section 7(c)(iv)105(b) provided for under this Agreement constitutes taxable income to of the Employee for Federal income tax purposesCode, such reimbursements shall (iii) the reimbursement of an eligible expense will be made as soon as practicable after on or before the Employee provides proper documentation supporting reimbursement but in no event later than December 31 last day of the calendar taxable year next following the calendar year in which the expenses to be reimbursed are expense is incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, and (iiv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Nothing herein shall be construed as having modified the time and form of payment of any amounts or payments of “deferred compensation” within the meaning section 409A of the Code that were otherwise payable pursuant to the terms of any agreement between Company and ▇▇. ▇▇▇▇▇▇▇▇▇▇ in effect on or after January 1, 2005 and prior to the date of this Agreement. If ▇▇. ▇▇▇▇▇▇▇▇▇▇ is considered a specified employee (as defined under Section 409A of the Code) and payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to section 409A of the Code, payment of such amounts shall be delayed as required by section 409A of the Code, and (ii) the amount of expenses eligible for reimbursementaccumulated postponed amounts, or in-kind benefitswith accrued interest as described below, 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. (d) If under this Agreement, any amount is to be paid in two (2) or more installmentsa lump sum payment within five days after the end of the six month period. If ▇▇. ▇▇▇▇▇▇▇▇▇▇ dies during the postponement period prior to the payment of benefits, each such installment the amounts postponed on account of section 409A of the Code, with accrued interest as described below, shall be treated paid to the personal representative of ▇▇. ▇▇▇▇▇▇▇▇▇▇’▇ estate within 60 days after the date of ▇▇. ▇▇▇▇▇▇▇▇▇▇’▇ death. If payment of any amounts under this Agreement is required to be delayed pursuant to the preceding sentence, the Company shall pay interest on the postponed payments from the date on which the amounts otherwise would have been paid to the date on which such amounts are paid at an annual rate equal to the rate published in the Wall Street Journal as a separate payment for purposes the “prime rate” as of Section 409A.▇▇. ▇▇▇▇▇▇▇▇▇▇’▇ date of termination.

Section 409A of the Code. (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, with Section 409A of the Code (“Section 409A”) or are exempt therefrom and, accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in compliance therewith. If Executive notifies Company (with specificity as to the reason therefore) that Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A and interpreted in accordance Company concurs with such intent. The Employee’s belief or Company (without any obligation whatsoever to do so) independently makes such determination, Company shall, after consulting with Executive, reform such provision in a manner that is economically neutral to Company to attempt to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. (b) A termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination of employment constitutes is also a “separation from service” within the meaning of Code Section 409A and Executive is no longer providing services (at a level that would preclude the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date occurrence of the Employee’s a “separation from service to be a “specified employeeservice” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A) to Company or its affiliates as an employee or consultant, then with regard to any payment or the providing and for purposes of any benefit that constitutes such provision of this Agreement, references to a “non-qualified deferred compensationtermination,” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s “termination of employment” or like terms shall mean “separation from service, to ” within the extent required to be delayed in compliance with Code meaning of Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior409A. (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as otherwise permitted by Code Section 409A, : (i) the right to reimbursement or in-kind benefits is shall not be subject to liquidation or exchange for another benefit, and (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, and (iii) such payments shall be made on or before the last day of the calendar year immediately following the calendar year in which the expense occurred, or such earlier date as required hereunder. (d) If With regard to any provision herein that provides for a gross-up payment or other reimbursement for Executive’s taxes (or audit or litigation expenses attributable to the tax gross-up or reimbursement), the applicable taxes or related expenses shall be reimbursed no later than the earlier of (i) the date specified for payment under the Arrangement, or (ii) the end of the calendar year immediately following the calendar year in which the applicable taxes are remitted or, in the case of reimbursement of expenses incurred due to a tax audit or litigation to which there is no remittance of taxes, the end of the calendar year following the calendar year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the litigation. (e) Notwithstanding anything contained in this Agreement to the contrary, if Executive is a “specified employee,” as determined under Company’s policy for identifying specified employees on the Termination Date, then to the extent required in order to comply with Section 409A, all payments, benefits, tax gross-ups or other reimbursements paid or provided under this AgreementAgreement that constitute a “deferral of compensation” within the meaning of Section 409A, any amount is to that are provided as a result of a “separation from service” within the meaning of Section 409A and that would otherwise be paid or provided during the first six months following such Termination Date shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in two effect on the Termination Date), within 30 days after the first business day that is more than six months after the date of his separation from service (2or, if Executive dies during such six-month period, within 90 days after Executive’s death). (f) or more installmentsWhenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., each such installment “payment shall be made within 30 days after the Termination Date”), the actual date of payment within the specified period shall be within the sole discretion of Company. For purposes of Section 409A, Executive’s right to receive any “installment” payments pursuant to this Agreement shall be treated as a right to receive a series of separate payment for purposes of Section 409A.and distinct payments.

Section 409A of the Code. (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The Employee’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes If you are a “separation from servicespecified employee” (within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (bsection 409A) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date as of the Employee’s your separation from service to be a “specified employee” (within the meaning of that term Code section 409A): (a) payment of any amounts under this letter (or under any severance arrangement pursuant to this letter) which the Company determines constitute the payment of nonqualified deferred compensation (within the meaning of Code Section 409A(a)(2)(Bsection 409A) and using which would otherwise be paid upon your separation from service shall not be paid before the identification methodology selected date that is six months after the date of your separation from service and any amounts that cannot be paid by reason of this limitation shall be accumulated and paid on the first day of the seventh month following the date of your separation from service (within the meaning of Code section 409A); and (b) any welfare or other benefits (including under a severance arrangement) which the Company determines constitute the payment of nonqualified deferred compensation (within the meaning of Code section 409A) and which would otherwise be provided upon your separation from time to timeservice shall be provided at your sole cost during the first six-month period after your separation from service and, or if none, on the default methodology set forth in Code Section 409A, then with regard to any payment or first day of the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s seventh month following your separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), Company shall reimburse you for the portion of such payment or benefit shall costs that would have been payable by the Company for that period if you were not be made or provided to the Employee prior (c) To the extent a specified employee. Payment of any reimbursement amounts and the provision of costs and expenses any benefits by the Company pursuant to this letter (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such any reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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 pursuant to a severance arrangement) which the Company determines constitute nonqualified deferred compensation (dwithin the meaning of Code section 409A) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.subject to the following:

Section 409A of the Code. (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The EmployeeExecutive’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (ba) Notwithstanding any provision to the contrary in this Agreement to the contraryAgreement, if the Employee Executive is deemed on the date of the EmployeeExecutive’s separation from service termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the EmployeeExecutive’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to Executive prior to the Employee priorearlier of (i) the expiration of the six (6) month period measured from the date of Executive’s separation from service, and (ii) the date of Executive’s death (the “Delay Period”). On the first day of the seventh month following the date of Executive’s separation from service or, if earlier, on the date of Executive’s death, all payments delayed pursuant to this Section 18(a) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due to Executive under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (cb) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee Executive for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (dc) If any amount under this Agreement, any amount Agreement is to be paid in two (2) or more installments, for purposes of Code Section 409A each such installment shall be treated as a separate payment for purposes of Section 409A.payment.

Section 409A of the Code. (a) The intent Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the parties is that payments Internal Revenue Code (the “Code”) shall be provided and paid in a manner, and at such time, including without limitation payment and provision of benefits under this Agreement comply withonly in connection with the occurrence of a permissible payment event contained in Section 409A (e.g. separation from service from the Company and its affiliates as defined for purposes of Section 409A of the Code), or be exempt fromand in such form, as complies with the applicable requirements of Section 409A of the Code andto avoid the unfavorable tax consequences provided therein for noncompliance. For purposes of this Agreement, accordingly, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the maximum fullest extent permittedallowed by Section 409A of the Code. If Executive is a key Executive (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the Company’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code shall be construed deferred for six (6) months after termination of Executive’s employment or, if earlier, Executive’s death, as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and interpreted paid in accordance a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with such intentExecutive having a right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. The Employee’s For purposes of this Agreement, termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes mean a “separation from service” within the meaning of Code Section 409A and of the regulations and other guidance promulgated thereunder. Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Executive would perform after that date (bwhether as an Executive or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or, if lesser, Executive’s period of service). Notwithstanding any provision in this Agreement anything herein to the contrary, if all taxable reimbursements and in-kind benefits provided by Company under the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit Agreement shall not be made or provided to in accordance with the Employee prior requirements of Section 409A of the Code, including, where applicable, the requirement that (ci) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after for expenses incurred by Executive during the Employee provides proper documentation supporting reimbursement but period of time specified in no event later than December 31 the Agreement; (ii) any in-kind benefits must be provided by Company during the period of time specified in the calendar year next following Agreement; (iii) the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement amount of expenses eligible for reimbursement, or in-kind benefitsbenefits provided, except as permitted by Code Section 409Aduring a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; and (iiv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The It is the Company's intent of the parties is that payments and benefits under this Agreement comply withwith Section 409A, or be exempt fromto the extent subject thereto, Section 409A of the Code and, and accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted and interpreted administered to be in accordance with such intentcompliance therewith. The Employee’s termination In the event that it is reasonably determined by the Company that, as a result of employment the deferred compensation tax rules under Section 409A of the Code (and any related regulations or words other pronouncements thereunder) (the “Deferred Compensation Tax Rules”), benefits that the Employee is entitled to similar effectreceive under the terms of this Agreement may not be made at the time contemplated by the terms hereof without causing Employee to be subject to tax under the Deferred Compensation Tax Rules, (i) the Employee shall not be deemed considered to have occurred terminated employment for purposes of this Agreement unless such termination of employment constitutes hereof until the Employee would be considered to have incurred a “separation from service” within the meaning of Code Section 409A and (ii) the regulations and other guidance promulgated thereunder. (b) Notwithstanding Company shall, in lieu of providing such benefit when otherwise due under this Agreement, instead provide such benefit on the first day on which such provision would not result in the Employee incurring any provision in this Agreement to tax liability under the contraryDeferred Compensation Tax Rules; which day, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” (within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by Deferred Compensation Tax Rules), shall, in the Company from time event the benefit to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that be provided is payable due to the Employee’s “separation from service” (within the meaning of the Deferred Compensation Tax Rules) with the Company and its Subsidiaries, to be the extent required first day following the six-month period beginning on the date of such separation from service. Each amount to be delayed in compliance with Code Section 409A(a)(2)(B), such payment paid or benefit shall not to be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated construed as a separate separately identified payment for purposes of Section 409A.the Deferred Compensation Tax Rules, and any payments described in this Agreement that are due within the “short term deferral period” as defined in the Deferred Compensation Tax Rules shall not be treated as deferred compensation unless applicable law requires otherwise.

Section 409A of the Code. (ai) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Section 409A of the Code”) and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted to be in accordance with such intent. The Employee’s compliance therewith. (ii) A termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts or benefits subject to Section 409A of the Code upon or following a termination of employment unless such termination of employment constitutes is also a “separation from service” within the meaning of Code Section 409A and of the regulations and other guidance promulgated thereunderCode and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee ” .” If Executive is deemed on the date of the Employee’s separation from service termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A), then with regard to any payment or the providing of any benefit that constitutes “is considered non-qualified deferred compensation” pursuant to Code compensation under Section 409A and of the regulations issued thereunder that is Code payable due to the Employee’s on account of a “separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), ,” such payment or benefit shall not be made or provided to at the Employee prior date which is the earlier of (cA) To the extent any reimbursement day following the expiration of costs the six (6)-month period measured from the date of such “separation from service” of Executive, and expenses (including reimbursement B) the date of COBRA premiums Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7(c)(iv)8(n) provided for (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement constitutes taxable income shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) (A) All expenses or other reimbursements provided herein shall be payable in accordance with the Company’s policies in effect from time to the Employee for Federal income tax purposestime, such reimbursements but in any event shall be made as soon as practicable after on or prior to the Employee provides proper documentation supporting reimbursement but in no event later than December 31 last day of the calendar taxable year next following the calendar taxable year in which such expenses were incurred by Executive, (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses to be reimbursed are incurred. With regard to any provision herein that provides eligible for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, in any other taxable year and (iC) the right to reimbursement or in-kind benefits is shall not be subject to liquidation or exchange exchanged for another benefit, and (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. (div) If under For purposes of Section 409A of the Code, Executive’s right to receive any installment payments pursuant to this Agreement, any amount is to be paid in two (2) or more installments, each such installment Agreement shall be treated as a right to receive a series of separate payment for purposes of Section 409A.and distinct payments.

Section 409A of the Code. (a) If any payment, compensation or other benefit provided to the Employee in connection with his employment termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Employee is a specified employee as defined in Section 409A(a)(2)(B)(i), no part of such payments shall be paid before the day that is six (6) months plus one (1) day after the date of termination or earlier death (the “New Payment Date”). The intent aggregate of any payments that otherwise would have been paid to the Employee during the period between the date of termination and the New Payment Date shall be paid to the Employee in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the parties is that payments and benefits under day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement comply with, or be exempt from, Section 409A of Agreement. Notwithstanding the Code and, accordinglyforegoing, to the maximum extent permittedthat the foregoing applies to the provision of any ongoing welfare benefits to the Employee that would not be required to be delayed if the premiums therefor were paid by the Employee, this Agreement the Employee shall be construed pay the full cost of premiums for such welfare benefits during the six-month period and interpreted in accordance with the Company shall pay the Employee an amount equal to the amount of such intentpremiums paid by the Employee during such six-month period promptly after its conclusion. The Employee’s A termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination of employment constitutes is also a “separation from service” within the meaning of Code Section 409A 409A, and the regulations and other guidance promulgated thereunderfor purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “terminate,” “termination of employment” or like terms shall mean separation from service. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of All reimbursements for costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but paid in no event later than December 31 the end of the calendar year next following the calendar year in which the expenses to be reimbursed are incurredEmployee incurs such expense. 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 is shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, reimbursements or in-kind benefits, benefits provided during any taxable year shall not affect the expenses eligible for reimbursement, reimbursement or in-kind benefits to be provided, provided in any other taxable year, provided, however, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (dc) If under The parties acknowledge and agree that the interpretation of Section 409A and its application to the terms of this Agreement is uncertain and may be subject to change as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, all benefits or payments provided by the Company to the Employee that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A are intended to comply with Section 409A. If, however, any such benefit or payment is deemed to not comply with Section 409A, the Company and the Employee agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any severance payments payable hereof) so that either (i) Section 409A will not apply or (ii) compliance with Section 409A will be achieved; provided, however, that any resulting renegotiated terms shall provide to the Employee the after-tax economic equivalent of what otherwise has been provided to the Employee pursuant to the terms of this Agreement, and provided further, that any amount is to be paid in two (2) deferral of payments or more installments, each such installment other benefits shall be treated only for such time period as a separate payment for purposes of may be required to comply with Section 409A.

Section 409A of the Code. (a) The intent of the parties 13.1. It is intended that payments and benefits under this Agreement comply with, with or be exempt from, from Section 409A of the Code andand the Treasury Regulations and IRS guidance thereunder (collectively referred to as “Section 409A”). Notwithstanding anything to the contrary in this Agreement, accordinglythis Agreement shall, to the maximum extent permittedpossible, be administered, interpreted, and construed in a manner consistent with Section 409A (it being understood that the Company shall in no event have any obligation to indemnify the Executive in respect of any taxes incurred under Section 409A). To the extent that any reimbursement, fringe benefit, or other, similar plan or arrangement in which the Executive participates during the Term or thereafter provides for a “deferral of compensation” within the meaning of Section 409A, (a) the amount of expenses eligible for reimbursement provided to the Executive during any calendar year shall not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (b) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, (c) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit, and (d) the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses. If and to the extent required to comply with Section 409A, no payment or benefit required to be paid under this Agreement on account of termination of the Executive’s employment shall be construed made unless and interpreted in accordance with such intent. The Employee’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes until the Executive incurs a “separation from service” within the meaning of Code Section 409A and 409A. In the regulations and other guidance promulgated thereundercase of any amounts payable to the Executive under this Agreement that may be treated as payable in the form of “a series of installment payments”, as defined in Treasury Regulation Section 1.409A-2(b)(2)(iii), the Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of such Treasury Regulation. If any paragraph of this Agreement provides for payment within a time period, the determination of when such payment shall be made within such time period shall be solely in the discretion of the Companies. (b) Notwithstanding any provision in this Agreement to 13.2. If the contrary, if the Employee Executive is deemed on the date of the Employee’s separation from service to be a “specified employee” as determined pursuant to Section 409A as of the date of the Executive’s termination of employment and if any payment or benefit provided for in this Agreement or otherwise both (x) constitutes a “deferral of compensation” within the meaning of that term under Code Section 409A(a)(2)(B409A and (y) and using cannot be paid or provided in the identification methodology selected by manner otherwise provided without subjecting the Company from time Executive to timeadditional tax, interest, or if none, the default methodology set forth in Code penalties under Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall be delayed until the earlier of (i) the date which is 6 months after the Executive’s “separation from service” within the meaning of Section 409A for any reason other than death, or (ii) the date of the Executive’s death. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty, or interest pursuant to Section 409A. Any payment or benefit otherwise payable or to be provided to the Executive upon or in the 6 month period following the Executive’s “separation from service” that is not so paid or provided by reason of this Section 13 shall be made accumulated and paid or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposesExecutive in a single lump sum, such reimbursements shall be made as soon as practicable (and in all events within 15 days) after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of date that is 6 months after the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefitsExecutive’s “separation from service” (or, except if earlier, as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefitsoon as practicable, and (ii) in all events within 15 days, after the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect date the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable yearExecutive’s death). (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent This Agreement is intended to comply with the requirements of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly(including the exceptions thereto), to the maximum extent permittedapplicable, and the Company shall administer and interpret this Agreement shall be construed and interpreted in accordance with such intentrequirements. The Employee’s termination If any provision contained in the Agreement conflicts with the requirements of employment Section 409A of the Code (or words the exemptions intended to similar effectapply under the Agreement), the Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or the applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining any entitlement of Executive to the CIC Severance Benefits, (i) Executive's employment shall not be deemed to have occurred for purposes of this Agreement terminated unless such termination of employment constitutes and until Executive incurs a “separation from service” within the meaning of Code as defined in Section 409A and of the regulations and other guidance promulgated thereunder. (b) Notwithstanding Code. Reimbursement of any provision expenses provided for in this Agreement shall be made promptly upon presentation of documentation in accordance with Provident's policies with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred); provided, however, that in no event shall the amount of expenses eligible for reimbursement hereunder during a calendar year affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding anything to the contrarycontrary herein, if the Employee a payment or benefit under this Agreement is deemed on the date due to a “separation from service” for purposes of the Employee’s rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service service) and Executive is determined to be a “specified employee” within the meaning of that term (as determined under Code Section 409A(a)(2)(BTreas. Reg. § 1.409A-1(i) and using the identification methodology selected by the related Company from time to timeprocedures), or if none, the default methodology set forth in Code Section 409A, then with regard to any such payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from serviceshall, to the extent required necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive's separation from service (or, if earlier, the date of Executive's death). Any installment payments that are delayed pursuant to this Section 10 shall be accumulated and paid in a lump sum on the first day of the seventh month following the Date of Termination (or, if earlier, upon Executive's death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. Each installment of the CIC COBRA Payments shall be deemed to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.409A of the Code. The CIC Severance Benefits are intended not to constitute deferred compensation subject to Section 409A of the Code.

Section 409A of the Code. (a) The intent of Although the parties is that Company does not guarantee to the Executive any particular tax treatment relating to the payments and benefits under this Agreement comply withAgreement, or it is intended that such payments and benefits be exempt from, or comply with, Section 409A of Code and the regulations and guidance promulgated thereunder (collectively “Code andSection 409A”), accordingly, to the maximum extent permitted, and all provisions of this Agreement shall be construed and interpreted in accordance a manner consistent with such intent. The Employee’s the requirements for avoiding taxes or penalties under Code Section 409A. (b) A termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination of employment constitutes is also a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding and, for purposes of any such provision in of this Agreement Agreement, references to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employeetermination,” within the meaning “termination of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, employment” or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes like terms shall mean “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior.” (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. 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 is shall not be subject to liquidation or exchange for another benefit, and ; (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 Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. (d) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) If under this Agreement, any an amount is to be paid in two (2) or more installments, for purposes of Code Section 409A, each such installment shall be treated as a separate payment for purposes payment.” 11. The last paragraph of Exhibit A to the Employment Agreement is hereby amended in its entirety as follows. “Notwithstanding anything to the contrary in this Exhibit A, the definition of Change of Control shall be interpreted consistently with the definition of “Change of Control” contained in Section 409A.409A of the Code and regulations and guidance issued by the Internal Revenue Service under Section 409A of the Code, including IRS Notice 2005-1 in any instance in which amounts are paid under this Agreement and such amounts are treated as deferred compensation under Section 409A of the Code.”

Section 409A of the Code. (a) The intent Although the Company does not guarantee the tax treatment of any particular payment or benefit, it is intended that the parties is that payments and benefits under provisions of this Agreement provide for payments or benefits that either comply with, or be are exempt from, Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), to the maximum extent permitted, and all provisions of this Agreement shall be construed and interpreted in accordance a manner consistent with such intent. The Employee’s the requirements for avoiding taxes or penalties under Code Section 409A. (b) A termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination of employment constitutes is also a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunderand, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service. (b) Notwithstanding any provision in this Agreement to the contrary, if the ” If Employee is deemed on the date of the Employee’s separation from service termination of his employment to be a “specified employee” ”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409Amethodology, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant made subject to Code this Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service17(b), to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B)) and to the extent such payment and benefits exceed the Separation Pay Limit (as defined herein) , such payment or benefit shall not be made or provided prior to the Employee prior (c) To the extent any reimbursement earlier of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or inexpiration of the six-kind benefits is not subject to liquidation or exchange for another benefit, month period measured from the date of Employee’s “separation from service” and (ii) the amount date of expenses eligible Employee’s death. On the first day of the seventh month following the date of Employee’s “separation from service” or, if earlier, on the date of his death, all payments delayed pursuant to this Section 17(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for 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. (d) If under them herein. For purposes of this Agreement, any the “Separation Pay Limit” means two times the lesser of: (i) Employee’s annualized compensation based on Employee’s annual rate of pay for Employee’s taxable year preceding the taxable year in which Employee’s termination of employment occurs; and (ii) the maximum amount is that may be taken into account under a tax-qualified plan pursuant to be paid Code Section 401(a)(17) for the year in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.which Employee terminates employment.

Section 409A of the Code. For purposes of compliance with Code Section 409A: (a) The intent It is intended that this Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto, or an exemption to Code Section 409A. Any payments that qualify for the “short-term deferral” exception shall be considered as paid first, then any payments that qualify for the separation pay plan exception shall be considered as paid next, then payments that qualify for any other exception under Section Code 409A shall be paid under the applicable exception. For purposes of the parties is that payments and benefits limitations on nonqualified deferred compensation under this Agreement comply withCode Section 409A, or be exempt from, Section 409A each payment of the Code and, accordingly, to the maximum extent permitted, compensation under this Agreement shall be construed treated as a separate payment of compensation for purposes of applying the deferral election rules and interpreted in accordance with such intent. The Employee’s the exclusion for certain short-term deferral amounts under Code Section 409A. All payments to be made upon a termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of under this Agreement unless such termination of employment constitutes that constitute non-qualified deferred compensation may only be made upon a “separation from service” within under Section Code 409A. In no event may the meaning Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. To the extent permitted under Code Section 409A or any Internal Revenue Service (“IRS”) or Treasury rules or other guidance issued thereunder, the Employer may, in consultation with the Executive, modify the Agreement in order to cause the provisions of the Agreement to comply with the requirements of Code Section 409A 409A, so as to avoid the imposition of taxes and penalties on the regulations and other guidance promulgated thereunder.Executive pursuant to Code Section 409A. (b) Notwithstanding any provision anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement to shall be made or provided in accordance with the contrary, if the Employee is deemed on the date requirements of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to including, where applicable, the requirement that (i) any payment reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the providing amount of any benefit that constitutes “nonexpenses eligible for reimbursement, or in-qualified deferred compensation” pursuant to Code Section 409A and kind benefits provided, during a calendar year may not affect the regulations issued thereunder that is payable due to the Employee’s separation from serviceexpenses eligible for reimbursement, to the extent required or in- kind benefits to be delayed provided, in compliance with Code Section 409A(a)(2)(B)any other calendar year, such payment or benefit shall not (iii) the reimbursement of an eligible expense will be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 the last day of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, expense is incurred and (iiv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (dc) If under Notwithstanding any other provision of this AgreementAgreement to the contrary and if applicable, any amount if the Executive is to be paid in two (2) or more installments, each such installment shall be treated as considered a separate payment “specified employee” for purposes of Code Section 409A.409A (as determined in accordance with the methodology established by the Employer as in effect on the date of separation from service), (i) any payment or other benefit that constitutes nonqualified deferred compensation within the meaning of Code Section 409A that is otherwise due to the Executive under this Agreement during the six-month period following his separation from service (as determined in accordance with Code Section 409A) on account of his separation from service shall be accumulated and paid to the Executive on the first business day of the seventh month following his separation from service (the “Delayed Payment Date”). If the Executive dies during the postponement period, the amounts and entitlements delayed on account of Code Section 409A shall be paid to the personal representative of his estate on the first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s death.

Section 409A of the Code. It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code (aand any regulations and guidelines issued thereunder) The (“Code”) to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties is that payments and benefits under to the extent reasonably possible. No action or failure by Company in good faith to act, pursuant to this Agreement comply withSection 7.14, shall subject Company to any claim, liability, or be exempt fromexpense, and 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 and409A. In addition, accordingly, notwithstanding any provision to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The Employee’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision contrary in this Agreement to the contraryAgreement, if the Employee Executive is deemed on the date of the Employee’s his “separation from service service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of that term under Code Treas. Reg. Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A1.409A-1(i)), then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code Section 409A and (the regulations issued thereunder that is payable due “Delayed Payments”), such payment shall not be made prior to the Employee’s earlier of (i) the expiration of the six (6) month period measured from the date of his “separation from service” and (ii) the date of his death. Any payments due under this Agreement other than the Delayed Payments shall be paid in accordance with the normal payment dates specified herein. In no case will the delay of any of the Delayed Payments by Company constitute a breach of Company’s obligations under this Agreement. For the provision of payments and benefits under this Agreement upon termination of employment, to the extent required necessary to comply with Section 409A of the Code, reference to Executive’s “termination of employment” (and corollary terms) with Company shall be delayed construed to refer to Executive’s “separation from service” from Company (as determined under Treas. Reg. Section 1.409A-1(h) with the work threshold of less than fifty percent (50%) of the prior level of services, as uniformly applied by Company) in compliance tandem with Code Section 409A(a)(2)(B)Executive’s termination of employment with Company. For purposes of this Agreement, such payment or benefit all rights to payments and benefits hereunder shall not be made or provided treated as rights to receive a series of separate payments and benefits to the Employee prior (c) To fullest extent allowed by Section 409A of the Code. In addition, to the extent that any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code benefit under this Agreement or under any other reimbursement or in-kind benefit plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A409A of the Code, (i) the amount eligible for reimbursement or in-kind benefit in one calendar year may not affect the amount eligible for reimbursement or in-kind benefit in any other calendar year, (ii) the right to reimbursement or an in-kind benefits benefit is not subject to liquidation or exchange for another benefit, and (iiiii) subject to any shorter time periods provided herein or in the amount expense reimbursement policies of expenses eligible for reimbursementCompany, any such reimbursement of an expense or in-kind benefitsbenefit must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. If the sixty (60)-day period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”), provided then any severance payments contingent upon a release and that would otherwise occur during any taxable the portion of the Crossover 60-Day Period that falls within the first year shall not affect will be delayed and paid in a lump sum during the expenses eligible for reimbursement, or inportion of the Crossover 60-kind benefits to be provided, in any other taxable Day Period that falls within the second year. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent This Agreement is intended to comply with the requirements of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly(including the exceptions thereto), to the maximum extent permittedapplicable, and the Company shall administer and interpret this Agreement in accordance with such requirements. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under the Agreement), this Agreement shall be construed and interpreted in accordance deemed to be reformed to comply with such intent. The Employee’s termination the requirements of employment Section 409A of the Code (or words the applicable exemptions thereto). Notwithstanding anything to similar effect) the contrary herein, for purposes of determining Executive’s entitlement to the payment or receipt of amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A, Executive’s employment shall not be deemed to have occurred for purposes of this Agreement terminated unless such termination of employment constitutes and until Executive incurs a “separation from service” as defined in Section 409A of the Code. Reimbursement of any expenses provided for in this Agreement shall be made promptly upon presentation of documentation in accordance with Sterling’s policies with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred); provided, however, that in no event shall the amount of expenses eligible for reimbursement hereunder during a calendar year affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement that constitutes nonqualified deferred compensation within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement is payable or provided due to the contrary, if the Employee is deemed on the date a “separation from service” for purposes of the Employee’s rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i) and related Company procedures), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to this Section 10(a) shall be accumulated and paid in a lump sum on the first day of the seventh month following the date of Executive’s separation from service (or, if earlier, upon Executive’s death), and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. The Severance Benefits and CIC Severance Benefits are intended not to constitute deferred compensation subject to Section 409A of the Code to the extent such Severance Benefits or CIC Severance Benefits are covered by (i) the “short-term deferral exception” set forth in Treas. Reg. § 1.409A-1(b)(4), (ii) the “two times severance exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(iii), or (iii) the “limited payments exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the Severance Benefits or CIC Severance Benefits, as applicable, in order of payment in such manner as results in the maximum exclusion of such Severance Benefits or CIC Severance Benefits, as applicable, from treatment as deferred compensation under Section 409A of the Code. Each installment of the Severance Benefits or CIC Severance Benefits, as applicable, and any other payments or benefits that constitute nonqualified deferred compensation within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required shall be deemed to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.of

Section 409A of the Code. (a) The intent of the parties This Employment Agreement is that payments and benefits under this Agreement intended to comply with, or be exempt from, with Section 409A of the Code andand its corresponding regulations, accordinglyor an exemption, and payments may only be made under this Employment Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. Payment under this Employment Agreement is intended to be exempt from Code Section 409A under the “short-teen deferral” exception set forth in Treasury Regulation Section 1.409A-1(b)(4), to the maximum extent permittedapplicable, this Agreement shall and then under the “separation pay” exception set forth in Treasury Regulation Section 1.409A-1(b)(9), to the maximum extent applicable. All payments to be construed and interpreted in accordance with such intent. The Employee’s made upon a termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of under this Agreement unless such termination of employment constitutes may only be made upon a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) (or any successor provision) (a “Separation from Service”). For purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. If the termination of employment giving rise to the payments described in Section 3.2.1 is not a Separation from Service, then the amounts otherwise payable pursuant to Section 3.2.1 will instead be deferred without interest and paid when Executive experiences a Separation from Service. Notwithstanding anything in this Employment Agreement to the contrary or otherwise, with respect to any expense, reimbursement or in-kind benefit provided pursuant to this Employment Agreement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and the its implementing regulations and other guidance promulgated thereunder. guidance, (a) the expenses eligible for reimbursement or in-kind benefits provided to Executive must be incurred during the Employment Term (or applicable survival period), (b) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (c) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred and (d) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Notwithstanding any provision to the contrary in this Agreement to the contraryAgreement, if the Employee Executive is deemed on by Employer at the date time of the Employee’s separation his Separation from service Service to be a “specified employee” within for purposes of Section 409A(a)(2)(B)(i) of the meaning Code, and if any of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology payments due upon Separation From Service set forth in Code Section 409A, then herein and/or under any other agreement with regard Employer are deemed to any payment or the providing of any benefit that constitutes be “non-qualified deferred compensation,” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, then to the extent delayed commencement of any portion of such payments is required to be delayed in compliance with avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A(a)(2)(B)409A of the Code, such payment or benefit shall payments will not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income Executive prior to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 earliest of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefitexpiration of the six (6)-month period measured from the date of Executive’s Separation From Service with Employer, and (ii) the amount date of expenses eligible for reimbursementExecutive’s death or (iii) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits all payments deferred pursuant to be provided, in any other taxable year. (d) If under this Agreement, any amount is to paragraph will be paid in two (2) a lump sum to Executive, and any remaining payments due will be paid as otherwise provided in this Agreement or more installments, each such installment shall in the applicable agreement. No interest will be treated as a separate payment for purposes of Section 409A.due on any amounts so deferred.

Section 409A of the Code. (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The EmployeeExecutive’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee Executive is deemed on the date of the EmployeeExecutive’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the EmployeeExecutive’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee priorExecutive prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s separation from service, and (ii) the date of the Executive’s death. On the first day of the seventh (7th) month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 20 shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due to the Executive under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) 7 or 8) provided for under this Agreement constitutes taxable income to the Employee Executive for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee Executive provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The EmployeeExecutive’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) . Notwithstanding any provision in this Agreement to the contrary, if the Employee Executive is deemed on the date of the EmployeeExecutive’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the EmployeeExecutive’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior Executive prior to the earlier of (ci) the expiration of the six (6)-month period measured from the date of the Executive’s separation from service, and (ii) the date of the Executive’s death (the “Delay Period”). On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 19 shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due to the Executive under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)7.C) provided for under this Agreement constitutes taxable income to the Employee Executive for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee Executive provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) . If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent of the parties is that payments This Agreement and benefits under all compensation derived from this Agreement comply with, or are intended to either be exempt from, or comply with, the requirements of Section 409A of the Code andCode. Accordingly, accordinglynotwithstanding any other provision of this Agreement, the provisions of this Agreement will be interpreted consistent with the preceding sentence. By way of illustration, to the maximum extent permittedrequired to comply with the requirements of Section 409A of the Code, the words “termination of employment” or words or phrases to similar effect in this Agreement shall be construed and interpreted in accordance with such intent. The Employeemean the Executive’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and of the regulations and other guidance promulgated thereunder. (b) Code. Notwithstanding any provision in of this Agreement to the contrary, if any payments provided under Section 5.3(2)-(3) upon the Employee is deemed on the date of the Employee’s separation from service to be of a “specified employee” (within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A of the Code and the regulations issued thereunder that is payable due to Company’s policy, if any, for identifying specified employees), shall be paid no earlier than the Employeefirst business day of the seventh month after such specified employee’s separation from service, together with interest from the date of separation from service to the date of payment at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the date of separation from service. Further, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment that any in-kind benefit or benefit shall not be made or reimbursement provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to nonqualified deferred compensation, (x) the Employee for Federal income tax purposes, amount of any such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409Abenefit or reimbursement to which the Executive may be entitled during a calendar year will not affect the amount to be provided in any other calendar year, (iy) the right to any such benefit or reimbursement or in-kind benefits is shall not be subject to liquidation or exchange for another benefit, and (iiz) any such reimbursement shall be paid no later than the amount last day of expenses eligible for reimbursement, or in-kind benefits, provided during any the calendar year following the taxable year shall not affect in which the expenses eligible for reimbursementreimbursable expense, or in-kind benefits to be providedif any, in any other taxable yearwas incurred. (d) If under 4. Except as modified by this AgreementAmendment, any amount is to be paid the Agreement remains in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.full force and effect.

Section 409A of the Code. a. Notwithstanding any other provision of this Offer Letter to the contrary, if any amount (aincluding imputed income) The intent to be paid to you pursuant to this Offer Letter as a result of the parties your termination of employment is that payments and benefits under this Agreement comply with, or be exempt from, “deferred compensation” subject to Section 409A of the Code andCode, accordinglyand if you are a “Specified Employee” (as defined under Section 409A of the Code) as of the date of your termination of employment hereunder, then, to the maximum extent permittednecessary to avoid the imposition of excise taxes or other penalties under Section 409A of the Code, this Agreement the payment of benefits, if any, scheduled to be paid by the Company to you hereunder during the first 6- month period following the date of a termination of employment hereunder shall not be construed and interpreted paid until the date which is the first business day after six (6) months have elapsed since your termination of employment for any reason other than death. Any deferred compensation payments delayed in accordance with such intentthe terms of this Section 6.a. The Employee’s shall be paid in a lump sum after 6-months have elapsed since your termination of employment. Any other payments shall be made according to the schedule provided for herein. b. If any of the benefits set forth in this Offer Letter are “deferred compensation” under Section 409A of the Code, any termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes triggering payment of this Agreement unless such termination of employment constitutes benefits must constitute a “separation from service” within the meaning of Code under Section 409A and of the regulations and other guidance promulgated thereunder. Code before distribution of such benefits can commence. To the extent that the termination of your employment does not constitute a “separation from service” under Section 409A of the Code (b) Notwithstanding any provision in this Agreement as the result of further services that are reasonably anticipated to be provided by you to the contraryCompany at the time your employment terminates), if any benefits payable under this Offer Letter that constitute “deferred compensation” under Section 409A of the Employee is deemed on Code shall be delayed until after the date of the Employee’s separation from service to be a subsequent event constituting a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service” under Section 409A of the Code. For purposes of clarification, to the extent required to be delayed in compliance with Code this Section 409A(a)(2)(B), such payment or benefit 6.b. shall not be made or cause any forfeiture of benefits on your part, but shall only act as a delay until such time as a “separation from service” occurs. c. It is intended that each installment of the payments and benefits provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment Offer Letter shall be treated as a separate payment “payment” for purposes of Section 409A.409A of the Code. Neither the Company nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. d. This Offer Letter shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A of the Code. Any provision inconsistent with Section 409A of the Code shall be read out of the Offer Letter. For purposes of clarification, this Section 6.d. shall be a rule of construction and interpretation and nothing in this Section 6.d. shall cause a forfeiture of benefits on the part of you. You acknowledge and agree that the Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Offer Letter, including but not limited to consequences related to Section 409A of the Code.

Section 409A of the Code. (a) The intent of It is intended that the parties is that payments and benefits provided under this Agreement shall comply with, or be exempt from, with the provisions of Section 409A of the Code andand the regulations relating thereto (“Section 409A”), accordinglyor an exemption to Section 409A, to the maximum extent permitted, and this Agreement shall be construed and interpreted in accordance with such intentaccordingly. The Employee’s termination of employment (Any payments or words to similar effect) shall not be deemed to have occurred benefits that qualify for purposes of this Agreement unless such termination of employment constitutes a the “separation from serviceshort-term deferral” within the meaning of Code exception or another exception under Section 409A and shall be paid under the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any applicable exception. Each payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.409A. All payments that constitute “nonqualified deferred compensation” under Section 409A that are to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A. In addition, to the extent that any payments of “nonqualified deferred compensation” due under this Agreement are subject to the effectiveness of a release, and the period for executing, delivery, and not revoking such release begins and ends in different tax years for Executive, all such “nonqualified deferred compensation” shall be paid or settled in the later taxable year. If Executive becomes entitled to a payment of “nonqualified deferred compensation” as a result of Executive's termination of employment and at such time Executive is a “specified employee,” such payment shall be postponed to the extent necessary to satisfy Section 409A, and any amounts so postponed shall be paid in a lump sum on the first business day that is six months and one day after Executive's separation from service (or any earlier date of Executive's death). If the compensation and benefits provided under this Agreement would subject Executive to taxes or penalties under Section 409A, Asterias and Executive shall cooperate diligently to amend the terms of this Agreement to avoid such taxes and penalties, to the extent possible under applicable law.

Section 409A of the Code. a. Notwithstanding any other provision of this Offer Letter to the contrary, if any amount (aincluding imputed income) The intent to be paid to you pursuant to this Offer Letter as a result of the parties your termination of employment is that payments and benefits under this Agreement comply with, or be exempt from, “deferred compensation” subject to Section 409A of the Code andCode, accordinglyand if you are a “Specified Employee” (as defined under Section 409A of the Code) as of the date of your termination of employment hereunder, then, to the maximum extent permittednecessary to avoid the imposition of excise taxes or other penalties under Section 409A of the Code, this Agreement the payment of benefits, if any, scheduled to be paid by the Company to you hereunder during the first 6-month period following the date of a termination of employment hereunder shall not be construed and interpreted paid until the date which is the first business day after six (6) months have elapsed since your termination of employment for any reason other than death. Any deferred compensation payments delayed in accordance with such intentthe terms of this Section 6.a. The Employee’s shall be paid in a lump sum after 6-months have elapsed since your termination of employment. Any other payments shall be made according to the schedule provided for herein. b. If any of the benefits set forth in this Offer Letter are “deferred compensation” under Section 409A of the Code, any termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes triggering payment of this Agreement unless such termination of employment constitutes benefits must constitute a “separation from service” within the meaning of Code under Section 409A and of the regulations and other guidance promulgated thereunder. Code before distribution of such benefits can commence. To the extent that the termination of your employment does not constitute a “separation from service” under Section 409A of the Code (b) Notwithstanding any provision in this Agreement as the result of further services that are reasonably anticipated to be provided by you to the contraryCompany at the time your employment terminates), if any benefits payable under this Offer Letter that constitute “deferred compensation” under Section 409A of the Employee is deemed on Code shall be delayed until after the date of the Employee’s separation from service to be a subsequent event constituting a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service” under Section 409A of the Code. For purposes of clarification, to the extent required to be delayed in compliance with Code this Section 409A(a)(2)(B), such payment or benefit 6.b. shall not be made or cause any forfeiture of benefits on your part, but shall only act as a delay until such time as a “separation from service” occurs. c. It is intended that each installment of the payments and benefits provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment Offer Letter shall be treated as a separate payment “payment” for purposes of Section 409A.409A of the Code. Neither the Company nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. d. This Offer Letter shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A of the Code. Any provision inconsistent with Section 409A of the Code shall be read out of the Offer Letter, to the extent that such inconsistent provision can be read out without violation of Section 409A. For purposes of clarification, this Section 6.d. shall be a rule of construction and interpretation and nothing in this Section 6.d. shall cause a forfeiture of benefits on the part of you. You acknowledge and agree that the Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Offer Letter, including but not limited to consequences related to Section 409A of the Code.

Section 409A of the Code. (a) The intent This Agreement is intended to comply with the applicable requirements of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code andand the regulations promulgated thereunder ("Section 409A"), accordingly, and shall be administered in accordance with Section 409A to the maximum extent permittedSection 409A of the Code applies to the Agreement. Notwithstanding anything in the Agreement to the contrary, distributions pursuant to the Agreement that are subject to Section 409A may only be made in a manner, and upon an event, permitted by Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imposition of any additional tax, penalty or interest under Section 409A while preserving, to the extent possible, the intended benefits hereunder payable to Employee. Employer and Employee agree that any payment made pursuant to this Agreement due to Employee's "separation from service" as defined in Section 409A shall be delayed in accordance with such intent. The Employee’s termination Section 409A(a)(2)(B)(i) of employment the Code (or words to similar effectsix month delay) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A if and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contraryextent required to avoid the imposition of any tax, if the Employee is deemed penalty or interest under Section 409A. Any such delayed payments will be paid in a lump sum on the earliest date on which the Company may provide such payment to Employee without Employee's incurring any additional tax or interest pursuant to Section 409A. Further, any additional cost to Employee by reason of such postponement period, including, for example, Employee's payment of the Employee’s separation from service to cost of health benefits during the postponement period, shall be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected reimbursed by the Company from time to timeEmployee after such period has ended. If Employee dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A shall be paid to Employee's beneficiary, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the personal representative of Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable 's estate within 30 days after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 date of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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 yearEmployee's death. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent This Agreement is intended to comply with the requirements of Section 409A of the parties is that Code, and shall be interpreted and construed consistently with such intent. The payments and benefits under to Executive pursuant to this Agreement comply with, or are also intended to be exempt from, from Section 409A of the Code and, accordingly, to the maximum extent permittedpossible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be construed considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), Conn’s and interpreted Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided, however, that in accordance no event shall Conn’s be responsible for any 409A Penalties that arise in connection with such intentany amounts payable under this Agreement. The EmployeeTo the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment (or words to employment,” such term and similar effect) terms shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a refer to Executive’s “separation from service,” within the meaning of Code Section 409A and of the regulations and other guidance promulgated thereunder. (b) Code. Notwithstanding any other provision in this Agreement Agreement, to the contraryextent any payment hereunder constitutes nonqualified deferred compensation, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or and Executive is a specified employee (within the providing meaning of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and of the regulations issued thereunder that is payable due to Code) as of the Employeedate of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the extent required to six-month anniversary of Executive’s separation from service, shall be delayed in compliance with Code Section 409A(a)(2)(B), such payment until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or benefit shall not be made or provided (ii) the date of Executive’s death. Any reimbursement payable to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums Executive pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after conditioned on the Employee provides proper documentation supporting submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive in accordance with Conn’s expense reimbursement policy, but in no event later than December 31 the last day of the calendar year next following the calendar year in which Executive incurred the expenses to be reimbursed are incurredreimbursable expense. With regard to any provision herein that provides for reimbursement Any amount of expenses eligible for reimbursement, or in-kind benefitsbenefit provided, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is during a calendar year shall not subject to liquidation or exchange for another benefit, and (ii) affect the amount of expenses eligible for reimbursement, or in-kind benefitsbenefit to be provided, provided during any taxable year shall not affect the expenses eligible for reimbursement, other calendar year. The right to any reimbursement or in-kind benefits benefit pursuant to this Agreement shall not be provided, in subject to liquidation or exchange for any other taxable yearbenefit. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent of Notwithstanding anything to the contrary in this Agreement, the parties is that payments and benefits under this Agreement comply with, or be exempt from, mutually desire to avoid adverse tax consequences associated with the application of Section 409A of the Code andto this Agreement and agree to cooperate fully and take appropriate reasonable actions to avoid any such consequences under Section 409A of the Code, accordinglyincluding delaying payments and reforming the form of the Agreement if such action would reduce or eliminate taxes and/or interest payable as a result of Section 409A of the Code. In this regard, notwithstanding anything to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The Employee’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision contrary in this Agreement to the contraryAgreement, if the Employee Executive is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and of the regulations issued thereunder that is payable due to Code at the Employee’s separation from servicetime of termination of employment, to the extent necessary to comply with Section 409A of the Code, any payment required to under this Agreement shall be delayed for a period of six months after termination of employment pursuant to Section 409A of the Code, regardless of the circumstances giving rise to or the basis for such payment. Payment of such delayed amount shall be paid in compliance a lump sum within ten days after the end of the six month period. If the Executive dies during the postponement period prior to the payment of the delayed amount, the amounts delayed on account of Section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (b) Notwithstanding any provision of the Agreement to the contrary, this Agreement is intended to comply with the requirements of Section 409A of the Code. Nothing in this Agreement or otherwise will be construed as an entitlement to or guarantee of any particular tax treatment to the Executive, and Executive will be solely responsible for Executive’s personal income taxes, including taxes or penalties under Section 409A of the Code. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A of the Code. Further, for purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. Any amounts payable solely on account of an involuntary separation from service of Executive within the meaning of Section 409A of the Code shall be excludible from the requirements of Section 409A(a)(2)(B)409A of the Code, such payment either as involuntary separation pay or benefit as short-term deferral amounts to the maximum possible extent. Any reimbursements or in-kind benefits provided under this Agreement shall not be made or provided to in accordance with the Employee prior requirements of Section 409A of the Code, including, where applicable, the requirement that (ci) To the extent any reimbursement is for expenses incurred during the period of costs and time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (including iii) the reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall an eligible expense will be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 the last day of the calendar year next following the calendar year in which the expenses to be reimbursed are expense is incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, and (iiv) the right to reimbursement or in-in kind benefits is not subject to liquidation or exchange for another benefit. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. To the extent required for purposes of compliance with Section 409A of the Code, termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and the regulations thereunder, and (ii) the amount for purposes 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. (d) If under such provision of this Agreement, any amount is references to be paid in two (2) a “termination,” “termination of employment” or more installments, each such installment like terms shall be treated as mean a separate payment for purposes of Section 409A.“separation from service.”

Section 409A of the Code. (a) The intent a. All payments to be made upon a termination of the parties is that payments and benefits employment under this Agreement comply with, or will only be exempt from, made upon a “separation from service” under Section 409A of the Code. To the maximum extent permitted under Section 409A of the Code andand its corresponding regulations, accordinglythe cash severance benefits payable under this Agreement are intended to meet the requirements of the short-term deferral exemption under Section 409A of the Code and the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii). For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments to the Executive will be deemed a separate payment. Notwithstanding anything herein to the contrary, to the maximum extent permittedany expense, this Agreement shall reimbursement or in-kind benefit provided to Executive constitutes 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 provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, and (ii) the right to payment or reimbursement or in-kind benefits hereunder may not be construed and interpreted in accordance with such intent. The Employeeliquidated or exchanged for any other benefit. b. Notwithstanding anything herein to the contrary, if at the time of Executive’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes with the Company, Executive is a “separation from servicespecified employee” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. , then the Company shall delay the commencement of payments to be made on termination of employment (bwithout any reduction) Notwithstanding any provision by a period of six (6) months after Executive’s termination of employment. Any payments that would have been paid during such six (6) month period but for the provisions of the preceding sentence shall be paid in a lump sum to Executive six (6) months and one (1) day after Executive’s termination of employment. The 6-month payment delay requirement of this Section 8(b) shall apply only to the extent that the payments under Sections 2(b) or 3(b) are otherwise subject to Code Section 409A. With respect to payments or benefits under this Agreement that are subject to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then whether Executive has had a termination of employment shall be determined in accordance with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations applicable guidance issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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 yearthereunder. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent of the parties It is intended that payments and benefits under this Agreement will comply with, or be exempt from, with Section 409A of the Code and, accordingly, (and any regulations and guidelines issued thereunder) to the maximum extent permittedthe Agreement is subject thereto, this and the Agreement shall be construed and interpreted in accordance on a basis consistent with such intent. The Employee’s termination If an amendment of employment (the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will 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 words failure by the Company in good faith to similar effect) act, pursuant to this Section 7.14, shall subject the Company to any claim, liability, or expense, and the Company shall not be deemed have any obligation to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation indemnify or otherwise protect the Executive from service” within the meaning of Code obligation to pay any taxes pursuant to Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding 409A. In addition, notwithstanding any provision to the contrary in this Agreement to the contraryAgreement, if the Employee Executive is deemed on the date of the Employee’s her “separation from service service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of that term under Code Treas. Reg. Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A1.409A-1(i)), then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code Section 409A and (the regulations issued thereunder that is payable due “Delayed Payments”), such payment shall not be made prior to the Employee’s earlier of (i) the expiration of the six (6) month period measured from the date of her “separation from service” and (ii) the date of her death. Any payments due under this Agreement other than the Delayed Payments shall be paid in accordance with the normal payment dates specified herein. In no case will the delay of any of the Delayed Payments by Company constitute a breach of Company’s obligations under this Agreement. For the provision of payments and benefits under this Agreement upon termination of employment, reference to Executive’s “termination of employment” (and corollary terms) with Company shall be construed to refer to Executive’s “separation from service” from Company (as determined under Treas. Reg. Section 1.409A-1(h) with the work threshold of less than fifty percent (50%) of the prior level of services, as uniformly applied by Company) in tandem with Executive’s termination of employment with Company. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. In addition, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent that any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code benefit under this Agreement or under any other reimbursement or in-kind benefit plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A409A of the Code, (i) the amount eligible for reimbursement or in-kind benefit in one calendar year may not affect the amount eligible for reimbursement or in-kind benefit in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) the right to reimbursement or an in-kind benefits benefit is not subject to liquidation or exchange for another benefit, and (iiiii) the amount subject to any shorter time periods provided herein, any such reimbursement of expenses eligible for reimbursement, an expense or in-kind benefitsbenefit must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. If the sixty (60)-day period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”), provided then any severance payments contingent upon the Release and that would otherwise occur during any taxable the portion of the Crossover 60-Day Period that falls within the first year shall not affect will be delayed and paid in a lump sum during the expenses eligible for reimbursement, or inportion of the Crossover 60-kind benefits to be provided, in any other taxable Day Period that falls within the second year. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

Section 409A of the Code. (a) The intent of Although the parties is that Company does not guarantee to you any particular tax treatment relating to the payments and benefits under made in accordance with this Agreement comply withletter agreement, or it is intended that such payments and benefits be exempt from, or comply with, Section 409A of the Internal Revenue Code and, accordingly, to and the maximum extent permitted, this Agreement shall be construed regulations and interpreted in accordance with such intent. The Employee’s guidance promulgated thereunder (collectively “Code Section 409A”). (b) A termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of any provision of this Agreement letter agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination of employment constitutes is also a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunderand, for purposes of any such provision of this letter agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is ” If you are deemed on the date of the Employee’s separation from service termination to be a “specified employee” (within the meaning of that term under Code Section 409A(a)(2)(B) and determined using the any identification methodology and procedure selected by the Company from time to time, or or, if none, the default methodology set forth in and procedure specified under Code Section 409A), then with regard to any payment or the providing provision of any benefit that constitutes is “non-qualified deferred compensation” pursuant to within the meaning of Code Section 409A and the regulations issued thereunder that which is payable due to the Employee’s paid as a result of your “separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), ,” such payment or benefit shall not be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of your “separation from service”, and (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this letter agreement shall be paid or provided in accordance with the Employee priornormal payment dates specified for them herein. (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for Whenever a payment under this Agreement constitutes taxable income letter agreement specifies a payment period with reference to the Employee for Federal income tax purposesa number of days (e,g., such reimbursements “payment shall be made as soon as practicable after within thirty (30) days following the Employee provides proper documentation supporting reimbursement but in no event later than December 31 date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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 yearCompany. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.”

Section 409A of the Code. (a) The intent of the parties is that payments and benefits provided under this Agreement are intended to comply with, with or be exempt from, from Section 409A of the Code and(“Section 409A”) and shall be interpreted or construed consistent with that intent. The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, accordinglyas a result, be subject to tax under Section 409A. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent permittedpracticable, the original intent of the applicable provision without contravening the requirements of Section 409A of the Code. This Section 10 does not create an obligation on the part of the Company to modify this Agreement shall be construed and interpreted in accordance with such intent. The Employee’s termination of employment (does not guarantee that the amounts or words to similar effect) shall benefits owed under this Agreement will not be deemed subject to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code interest and penalties under Section 409A and the regulations and other guidance promulgated thereunder.409A. (b) Notwithstanding any provision Anything in this Agreement to the contrarycontrary notwithstanding, if each payment of compensation made to the Employee is deemed on the Executive shall be treated as a separate and distinct payment from all other such payments for purposes of Section 409A. The actual date of the Employee’s separation from service payment pursuant to this Agreement shall be a “specified employee” within the meaning sole discretion of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by Company. In no event may the Company from time be permitted to time, or if none, control the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurredpayment occurs. 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 is shall not be subject to liquidation or exchange for another benefit, and ; (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; and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. Any tax gross-up payments provided under this Agreement shall be paid to the Executive on or before December 31st of the calendar year immediately following the calendar year in which the Executive remits the related taxes. (dc) If under Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), if the Executive is a “Specified Executive” within the meaning of Section 409A(a)(2)(B)(i) on the date of the Executive’s Separation from Service, then no such payment shall be made or commence during the period beginning on the date of the Executive’s Separation from Service and ending on the date that is six months following the Executive’s Separation from Service or, if earlier, on the date of the Executive’s death. The amount is to of any payment that would otherwise be paid in two to the Executive during this period shall instead be paid to the Executive on the fifteenth (215th) or more installments, each such installment shall be treated as a separate payment for purposes day of Section 409A.the first calendar month following the end of the six-month period.

Section 409A of the Code. (a) The intent of This Agreement is intended to either avoid the parties is that payments and benefits under this Agreement application of, or comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, Code. To that end this Agreement shall at all times be construed and interpreted in accordance a manner that is consistent with such intent. The Employee’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) 409A. Notwithstanding any other provision in this Agreement to the contrary, if the Employee Company shall have the right, in its sole discretion, to adopt such amendments to this Agreement or take such other actions (including amendments and actions with retroactive effect) as it determines is deemed on the date necessary or appropriate for this Agreement to comply with Section 409A. Further: (a) Any reimbursement of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) any costs and using the identification methodology selected expenses by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for Executive under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after by the Employee provides proper documentation supporting reimbursement but Company in no event later than December 31 the close of the calendar Executive’s taxable year next following the calendar taxable year in which the cost or expense is incurred by the Executive. The expenses to be reimbursed incurred by the Executive in any calendar year that are incurred. With regard to any provision herein that provides eligible for reimbursement of under this Agreement shall not affect the expenses or in-kind benefits, except as permitted incurred by Code Section 409A, (i) the Executive in any other calendar year that are eligible for reimbursement hereunder and the Executive’s right to receive any reimbursement or in-kind benefits is hereunder shall not be subject to liquidation or exchange for another any other benefit. (b) Any payment following a separation from service that would be subject to Section 409A(a)(2)(A)(i) of the Code as a distribution following a separation from service of a “specified employee” (as defined under Section 409A(a)(2)(B)(i) of the Code) shall be made on the first to occur of (i) ten (10) days after the expiration of the six month period following such separation from service, and (ii) the amount of expenses eligible for reimbursement, death 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.(iii) such earlier date that complies with Section 409A. (dc) If Each payment that the Executive may receive under this Agreement, any amount is to be paid in two (2) or more installments, each such installment Agreement shall be treated as a “separate payment payment” for purposes of Section 409A.409A of the Code.

Section 409A of the Code. (a) The intent It is intended that the provisions of the parties is that payments and benefits under this Agreement are either exempt from or comply with, or be exempt from, with Section 409A of Code and the regulations and guidance promulgated thereunder (collectively “Code andSection 409A”), accordingly, to the maximum extent permitted, and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Code Section 409A, the Company shall, upon the specific request of Executive, use its reasonable business efforts to in good faith reform such provision to comply with Code Section 409A; provided, that to the maximum extent practicable, the original intent and interpreted economic benefit to Executive and the Company of the applicable provision shall be maintained, but the Company shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to the Company. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Code Section 409A so long as it has acted in accordance good faith with such intent. The Employee’s regard to compliance therewith. (b) To the extent necessary to avoid additional taxes under Code Section 409A, a termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination of employment constitutes is also a “separation Separation from serviceService” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding and, for purposes of any such provision in of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean Separation from Service. Any provision of this Agreement to the contrarycontrary notwithstanding, if at the Employee time of Executive’s Separation from Service, the Company determines that Executive is deemed on the date of the Employee’s separation from service to be a “specified employeeSpecified Employee,” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, based on an identification date of December 31, then with regard to the extent any payment or the providing of any benefit that constitutes “non-qualified Executive becomes entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation” pursuant to compensation under Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B)409A, such payment or benefit shall not be made paid or provided at the date which is the earlier of (i) six (6) months and one day after such separation from service, and (ii) the date of Executive’s death (the “Delay Period”). Within five days of the end of the Delay Period, all payments and benefits delayed pursuant to this Section 10(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to Executive in a lump-sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the Employee priornormal payment dates specified for them herein. (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. 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 is shall not be subject to liquidation or exchange for another benefit, and (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 Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred. (d) If Each payment made under this Agreement, any amount is to be paid in two (2) or more installments, each such installment Agreement shall be treated designated as a “separate payment for purposes payment” within the meaning of Code Section 409A.

Section 409A of the Code. (a) The intent Notwithstanding any provision of the parties is that payments and benefits under this Agreement comply withto the contrary, or be exempt from, this Agreement is intended to meet the requirements of Section 409A of the Code and, accordingly, to the maximum extent permittedapplicable, the Parties intend to administer this Agreement in a manner that is consistent with those requirements or an exception thereto, and this Agreement shall be construed and interpreted in accordance with such intent. The Any payments that are considered deferred compensation under Section 409A of the Code and that are paid to a “specified employee” (as defined in Section 409A of the Code) upon separation from service shall be subject to a six (6) month delay, if required by Section 409A of the Code. If required by Section 409A of the Code, any amounts otherwise payable during the six (6) month period that commences on and follows the Employee’s termination date shall be paid in one lump sum amount on the first payroll date following the six (6) month period following the Employee date of employment termination (or words to similar effectwithin thirty (30) shall not be deemed to have occurred for days of the Employee’s death, if earlier). For purposes of this Agreement unless such Section 409A of the Code, all payments to be made upon a termination of employment constitutes under this Agreement may only be made upon a “separation from service” (within the meaning of Code such term under Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any Code). Each payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (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. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment payment. In no event shall the Employee, directly or indirectly, designate the calendar year of a payment. All reimbursements under this Agreement shall be provided in a manner that complies with Section 409A of the Code, if applicable. If required by regulations or other guidance issued under Section 409A of the Code or a court of competent jurisdiction, the provisions regarding payments hereunder shall be amended to provide for purposes such payments to be made at the time allowed under such regulations, guidance or authority that most closely achieves the intent of Section 409A.this Agreement.