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

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein (a) The Stock Award shall be administered, interpreted, and construed in a manner that is intended to avoid the imposition on the Awardee of any additional tax, penalty, or interest under Section 409A of the Code. The preceding provision, however, shall not be construed as a guarantee of any particular tax effect and the Company shall not be liable to the contraryAwardee for any payment made under the Stock Award that is determined to result in an additional tax, if at the time penalty, or interest under Section 409A of the Executive’s termination Code, nor for reporting in good faith any payment made under the Stock Award as an amount includible in gross income under Section 409A of employment with the CompanyCode. (b) “Termination of employment,” “resignation,” or words of similar import, as used in the Stock Award means for purposes of payments under the Stock Award that are payments of deferred compensation subject to Section 409A of the Code as to which the payment event is such term or words, the Company has determined that the Executive is a Awardee’s “specified employeeseparation from service” as defined in Section 409A of the Code and Code. (c) To the extent any severance payments and benefits payment or settlement hereunder that is a payment of deferred compensation subject to Executive are considered a “deferral of compensation” under Section 409A of the Code (is contingent upon a “change in control,” such payment or settlement shall only occur if the “Deferred Payments”), such Deferred Payments that are otherwise payable within event giving rise to the first six months following the Termination Date will become payable on the first business day change in control would also constitute a change in ownership or effective control of the seventh month following the Executive’s Termination DateCompany, or if earlier a change in the date ownership of a substantial portion of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation assets of the provisions of this Section 14(h) providedCompany, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to The vesting of the contrary herein, except to Stock Award shall not be affected by the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute preceding sentence. (d) If a payment obligation under the Stock Award arises on account of the Awardee’s separation from service while the Awardee is a “deferral of compensationspecified employee” within the meaning of (as defined in Section 409A of the Code: ), any payment of “deferred compensation” (x) the amount of expenses eligible for reimbursement or in-kind benefits provided as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive exemptions in any other calendar year, Treasury Regulation Sections 1.409A-1(b)(3) through (yb)(12)) the reimbursements for expenses for which the Executive that is entitled scheduled to be reimbursed paid within six months after such separation from service shall accrue without interest and shall be made on or before paid within 15 days after the last day end of the calendar year following six-month period beginning on the calendar year in which date of such separation from service or, if earlier, within 15 days after the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitAwardee’s death.

Section 409A of the Code. Notwithstanding anything herein 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 contrarymaximum extent permitted, if at the time of the this Agreement shall be construed and interpreted in accordance with such intent. Executive’s termination of employment with (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 Companymeaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (a) Notwithstanding any provision to the contrary in this Agreement, the Company has determined that the if Executive is deemed on the date of Executive’s termination to be a “specified employee” as defined 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 Executive’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 earlier of (i) the expiration of the Code six (6) month period measured from the date of Executive’s separation from service, and any severance payments and benefits to Executive are considered a “deferral (ii) the date of compensation” under Section 409A of the Code Executive’s death (the “Deferred PaymentsDelay Period”), such Deferred Payments that are otherwise payable within . On the first six months following the Termination Date will become payable on the first business day of the seventh month following the date of Executive’s Termination Dateseparation from service or, or if earlier earlier, on the date of the Executive’s death. In the event that , all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then such payments 18(a) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the or reimbursed to Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid remaining payments and benefits due to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services paid or provided in accordance with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary normal payment dates specified for them herein, except to . (b) To the extent any expensereimbursement of costs and expenses provided for under this Agreement constitutes taxable income to Executive for Federal income tax purposes, such reimbursements shall be made no 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 benefit provided pursuant benefits is not subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, (xii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year, (y) . Any tax gross-ups provided for under this Agreement shall in no event be paid to Executive later than the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day December 31 of the calendar year following the calendar year in which the applicable expense taxes subject to gross-up are incurred or paid by Executive. (c) If any amount under this Agreement is incurredto be paid in two or more installments, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not for purposes of Code Section 409A each installment shall be liquidated or exchanged for any other benefittreated as a separate payment.

Section 409A of the Code. Notwithstanding anything herein (a) If (i) the Employee is determined to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is be a “specified employee” as defined in within the meaning of Code Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”409A(a)(2)(B)(i), such Deferred Payments that are otherwise (ii) any amounts payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant subject to this Code Section 14(h409A, and (iii) such amounts are payable on the Employee’s “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h), then such payments shall amounts will be paid at payable on a monthly basis after Employee’s termination of employment (or, if earlier, the time specified in date of death of Employee). Payments under this Section 14(hto which an Employee would otherwise be entitled during the first six (6) without interest. The Company shall consult with months following Employee’s termination date will be accumulated and paid on the Executive in good faith regarding day that is six (6) months after the implementation of the provisions of this Section 14(htermination date. (b) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount taxable reimbursements under this Agreement that satisfies will be made no later than the requirements end of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the calendar year following the calendar year when the payment is no longer subject to a substantial risk of forfeitureexpense was incurred. For purposes of complying with Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code409A: (xi) the amount payment of expenses eligible for reimbursement such reimbursements or in-kind benefits provided to the Executive during any one calendar year will not affect the amount of expenses eligible for such reimbursement or in-kind benefits provided to the Executive in any other during a subsequent calendar year, (y) 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, ; and (zii) the right to payment such reimbursement benefit or reimbursement rights or in-kind benefits hereunder may not be liquidated exchanged or exchanged substituted for another form of compensation to the Employee. (c) Any severance payments due as a result of Employee’s termination of employment with the Company will be made only upon a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h). (d) In no event shall the Company be liable to the Employee for or with respect to any other benefittaxes, penalties or interest which may be imposed upon the Employee pursuant to Section 409A. The Employee hereby acknowledges that she or he has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Employee of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable state tax law. The Employee hereby agrees to bear the entire risk of any such adverse federal and state tax consequences and penalty taxes in the event any payment pursuant to this Agreement is deemed to be subject to Code Section 409A, and that no representations have been made to the Employee relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the corresponding provisions of any applicable state income tax laws.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined It is intended that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive Agreement comply with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series and all provisions of installment payments under this Agreement shall be treated as construed and interpreted in a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services manner consistent with the Company requirements for avoiding taxes or penalties under Section 409A of the Code. If, at the time of your separation from service (within the meaning of Section 409A of the Code. Notwithstanding anything ), (a) you shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (b) the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to Company shall make a good faith determination that an amount payable under this Agreement does not constitute a or any other plan, policy, arrangement or agreement of or with the Company (this Agreement and such other plans, policies, arrangements and agreements, the “deferral of compensation” Company Plans”) constitutes deferred compensation (within the meaning of Section 409A of the Code: (x) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company shall not pay any such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest, on the earlier of expenses eligible the first day of the seventh month following such separation from service or your death. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to or for reimbursement your benefit under any Company Plan may not be reduced by, or in-kind offset against, any amount owing by you to the Company. Except as specifically permitted by Section 409A of the Code, the benefits and reimbursements provided to the Executive you under this Agreement and any Company Plan during any calendar year will shall not affect the amount of expenses eligible for reimbursement or in-kind benefits and reimbursements to be provided to you under the Executive relevant section of this Agreement or Company Plan in any other calendar year, (yand the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Further, in the reimbursements for expenses for which the Executive is entitled to be reimbursed case of reimbursement payments, such payments shall be made to you on or before the last day of the calendar year following the calendar year in which the applicable underlying fee, cost or expense is incurred. Notwithstanding the preceding, and (z) the right to payment Company makes no representations concerning the tax consequences of your participation in this Agreement under Section 409A of the Code or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitFederal, state or local tax law. Your tax consequences shall depend, in part, upon the application of relevant tax law, including Section 409A of the Code, to the relevant facts and circumstances. You should consult a competent and independent tax advisor regarding the tax consequences of this Agreement.

Section 409A of the Code. Notwithstanding anything herein (a) To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the contrary, if Company constitute deferred compensation subject to Section 409A of the Code; (ii) Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (iii) at the time of Executive’s separation from service the Company is publicly traded (as defined in Section 409A of Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid within six (6) months of Executive’s separation from service) shall not be made until the earlier of (x) the first day of the seventh month following Executive’s separation from service or (y) the date of Executive’s death following such separation from service. During any period that payment or payments to Executive are deferred pursuant to the foregoing, Executive shall be entitled to interest on the deferred payment or payments at a per annum rate equal to Federal-Funds rate as published in The Wall Street Journal on the date of Executive’s termination of employment with the Company. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the Company has determined that absence of this Section 19 (together with accrued interest thereon) shall be paid to Executive or Executive’s beneficiary in one lump sum. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Executive payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “specified employeeseparation from service” as defined in (within the meaning of Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code Code). (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(hc) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments each payment under this Agreement shall Section 5 hereof (and each other severance plan payment) will be treated as a right to a series separate payment. (d) Any reimbursement of separate paymentsexpenses made under this Agreement. shall only be made for eligible expenses incurred during the Term, and references herein to the Executive’s termination no reimbursement of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed expense shall be made on or before by the last day Company after December 31st of the calendar year following the calendar year in which the applicable expense is was incurred. Any amount eligible for reimbursement under this Agreement during a taxable year may not affect expenses eligible for reimbursement in any other taxable year, and (z) the any right to payment reimbursement under this Agreement is not subject to liquidation or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged exchange for any other another benefit. (e) It is intended that this Agreement comply with the provisions of Section 409A of the Code and the regulations and guidance of general applicability issued thereunder so as to not subject Executive to the payment of additional interest and taxes under Section 409A of the Code, and in furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions.

Section 409A of the Code. Notwithstanding anything herein It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in 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, consistent with that objective and notwithstanding any severance payments provision herein to the contrary, 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 benefits pursuant to the Final Regulations under Section 409A or any successor regulation. Notwithstanding any other provision herein, if the Executive are considered is a “deferral specified employee on the date of compensation” termination, no payment of compensation under this Agreement shall be made to the Executive during the period lasting six 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 (Code. If any payment to the “Deferred Payments”)Executive is delayed pursuant to the foregoing sentence, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment instead shall be made on the first business day following the expiration of the seventh six-month following period referred to in the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interestprior sentence. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, VI; provided that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein to (a) It is the contrary, if at the time intention of the Executive’s termination of employment parties that this Agreement comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in requirements of Section 409A of the Code and applicable administrative guidance issued thereunder. Accordingly, to the extent there is any severance payments ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the applicable requirements or limitations of Section 409A of the Code, then those provisions shall be interpreted and benefits to Executive are considered applied in a “deferral manner that does not result in an imposition of compensation” a tax or penalty under Section 409A of the Code Code. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Nothing contained in this Agreement shall constitute any representation or warranty by the Company regarding compliance with Section 409A of the Code. Neither the Company nor its directors, officers, employees or advisers shall be liable to Executive (or any individual claiming a benefit through Executive) for any tax, interest or penalties Executive may owe as a result of compensation or benefits paid under this Agreement, and the “Deferred Payments”)Company shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, such Deferred Payments that are otherwise payable no payments or benefits to which Executive becomes entitled under this Article VII and which constitute deferred compensation within the first six months following meaning of Section 409A of the Termination Date will become payable on Code shall be made or paid to Executive prior to the earlier of (i) the first business day of the seventh month following the date of Executive’s Termination Date, termination of employment or if earlier (ii) the date of the Executive’s deathdeath ((i) or (ii), as applicable, the “Section 409A Payment Date”), if (x) Executive is deemed on termination of employment a “specified employee” within the meaning of that term under Section 409A of the Code, (y) the stock of the Parent Company or any successor Entity is publicly traded on an established market and (z) such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code. In Upon the event that expiration of the applicable delay period, all payments or benefits delayed pursuant to this provision shall be paid in a lump sum to Executive, and any remaining payments or benefits due under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified or provided in this Section 14(h) without interest. The Company shall consult accordance with the Executive in good faith regarding the implementation of the provisions of this Section 14(hnormal payment dates specified for them herein. (c) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the Executive’s right to a series of receive any installment payments under pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., and references herein to “payment shall be made within thirty days following the Executive’s termination date of employment shall refer to Executive’s separation termination”), the actual date of services with the Company payment within the meaning of Section 409A specified period shall be within the sole discretion of the Code. Notwithstanding anything Company. (d) The following provisions shall apply to the contrary herein, except to the extent such reimbursements and any expense, reimbursement other reimbursements or in-kind benefit benefits provided pursuant to this Agreement does in order to assure that such reimbursements do not constitute create a “deferral of compensation” within the meaning of deferred compensation arrangement subject to Section 409A of the Code: (xi) the amount of expenses eligible for reimbursement reimbursements or in-kind benefits provided to the which Executive during may become entitled in any one calendar year will shall not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive hereunder in any other calendar year, (yii) the reimbursements for expenses for each reimbursement to which the Executive is becomes entitled to be reimbursed shall be made on or before no later than the last day close of business of the calendar year following the calendar year in which the applicable reimbursable expense is incurred, ; and (ziii) the executive’s right to payment or reimbursement or in-kind benefits hereunder may cannot be liquidated or exchanged for any other benefitbenefit or payment.

Section 409A of the Code. Notwithstanding anything herein any provision to the contrarycontrary in this Agreement, if at the time Employee is deemed on the date of his or her “separation from service” (within the Executive’s termination meaning of employment Treas. Reg. Section 1.409A-1(h)) with the Company, the Company has determined that the Executive is to be a “specified employee” as defined in (within the meaning of Treas. Reg. Section 409A of the Code and 1.409A-1(i)), then with regard to any severance payments and benefits payment or benefit (including, without limitation, any mortgage assistance payment or loan forgiveness referred to Executive are above) that is considered a “deferral of compensation” deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Deferred Payments”after taking into account any applicable exceptions to such requirement), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment or benefit shall be made or provided on the first business day date that is the earlier of (i) the expiration of the seventh month following the Executive’s Termination Date, or if earlier six (6)-month period measured from the date of the ExecutiveEmployee’s death“separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). In Upon the event that expiration of the Delay Period, all payments under this Agreement are deferred and benefits delayed pursuant to this Section 14(h), then 9(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability reimbursed to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth Employee in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment lump sum and any remaining payments and benefits due under this Agreement shall be treated as a right to a series paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of separate payments, and references herein this Agreement to the Executive’s contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment shall refer employment, references to Executivethe Employee’s separation “termination of services employment” (and corollary terms) with the Company shall be construed to refer to Employee’s “separation from service” (within the meaning of Treas. Reg. Section 409A of 1.409A-1(h)) with the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitCompany.

Section 409A of the Code. Notwithstanding any other provisions of this Agreement or the Plan, the Performance RSUs granted hereunder shall 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 of the Code upon the Participant. In the event it is reasonably determined by the Committee that, as a result of Section 409A of the Code, the transfer of Shares under this Agreement may not be made at the time contemplated hereunder without causing the Participant to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the ExecutiveParticipant’s termination of employment with the Company, Company the Company has determined that the Executive Participant is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “the deferral of compensation” the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until the date that is six months following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax). The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with the Performance RSUs (the “Deferred Payments”including any taxes and penalties under Section 409A), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that and neither the Company nor any of its employees or representatives Subsidiaries shall have any liability obligation to indemnify or otherwise hold the Executive with respect theretoParticipant (or any beneficiary) harmless from any or all of such taxes or penalties. Any amount under If the Performance RSUs are considered “deferred compensation” subject to Section 409A, references in this Agreement that satisfies and the requirements of the Plan to “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment Employment” and “separation from service” (and substantially similar phrases) shall refer to Executive’s mean “separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensationfrom service” within the meaning of Section 409A 409A. For purposes of Section 409A, each payment that may be made in respect of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive Performance RSUs 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 (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitdesignated as a separate payment.

Section 409A of the Code. Notwithstanding anything herein any provision to the contrarycontrary in this Agreement, if at the time Employee is deemed on the date of his “separation from service” (within the Executive’s termination meaning of employment Treas. Reg. Section 1.409A-1(h)) with the Company, the Company has determined that the Executive is to be a “specified employee” as defined in (within the meaning of Treas. Reg. Section 409A of the Code and 1.409A-1(i)), then with regard to any severance payments and benefits payment or benefit (including, without limitation, any mortgage assistance payment or loan forgiveness referred to Executive are above) that is considered a “deferral of compensation” deferred compensation under Section 409A of the code payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Deferred Payments”after taking into account any applicable exceptions to such requirement), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment or benefit shall be made or provided on the first business day date that is the earlier of (i) the expiration of the seventh month following the Executive’s Termination Date, or if earlier six (6)-month period measured from the date of the ExecutiveEmployee’s death“separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). In Upon the event that expiration of the Delay Period, all payments under this Agreement are deferred and benefits delayed pursuant to this Section 14(h), then 7(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability reimbursed to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth Employee in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment lump sum and any remaining payments and benefits due under this Agreement shall be treated as a right to a series paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of separate payments, and references herein this Agreement to the Executive’s contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment shall refer employment, references to Executivethe Employee’s separation “termination of services employment” (and corollary terms) with the Company shall be construed to refer to Employee’s “separation from service” (within the meaning of Treas. Reg. Section 409A of 1.409A-1(h)) with the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitCompany.

Section 409A of the Code. Notwithstanding anything herein to To the contraryextent applicable, if at this Employment Agreement shall be interpreted, construed and operated in accordance with Section 409A of the time Code and the Treasury regulations and other guidance issued thereunder. If on the date of the Executive’s termination of employment separation from service (as defined in Treasury Regulation Section 1.409A-1(h)) with the Company, the Company has determined that the Executive is a “specified employee” employee (as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”Treasury Regulation §1.409A-1(i)), such Deferred Payments that are otherwise payable within no payment constituting the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Treasury Regulation Section 409A 1.409A-1(b) and after application of the Code: exemptions provided in Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii) shall be made to Executive at any time during the six (x6) month period following the Executive’s separation from service, and any such amounts deferred such six (6) months shall instead be paid in a lump sum on the first payroll payment date following expiration of such six (6) month period. 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 similar terms shall mean and be interpreted as a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). Each payment of severance under this Employment Agreement shall be considered a separate payment for purposes of Section 409A. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Employment Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar yearyear (except for any life-time or other aggregate limitation applicable to medical expenses), (y) the reimbursements for in no event shall any expenses for which the Executive is entitled to be reimbursed shall be made on or before after the last day of the calendar year following the calendar year in which the applicable expense is incurredExecutive incurred such expenses, and (z) the in no event shall any right to payment or reimbursement or the or the provision of any in-kind benefits hereunder may not benefit be liquidated subject to liquidation or exchanged exchange for any other another benefit.

Section 409A of the Code. Notwithstanding anything herein 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 contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Section 409A additional tax because Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A and as determined by ICE), the payment will be paid to Executive on the earlier of the Codesix-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. Notwithstanding anything to the contrary hereinSimilarly, except to the extent Executive would otherwise be entitled to any expensebenefit (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, reimbursement 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 in-kind effective control of ICE (within the meaning of Section 409A) or Executive’s death. In addition, any payment or benefit provided pursuant to this Agreement does not constitute due upon a termination of Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to Executive only upon a “separation from service” as defined in Treas. Reg. § 1.409A-1(h). To the extent applicable, each severance payment made under this Employment Agreement shall be deemed to be a separate payment, amounts payable under Section 4 of this Employment Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treas. Reg. Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. Section 1.409A-1 through 1.409A-6. Notwithstanding anything to the contrary in this Employment Agreement or elsewhere, any payment or benefit under this Employment Agreement or otherwise that is exempt from Section 409A pursuant to Treas. Reg. 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to Executive only to the extent 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 any expense reimbursement or the provision of any in-kind benefit under this Employment Agreement is determined to be subject to Section 409A of the Code: (x) , the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar yearyear (except for any life-time or other aggregate limitation applicable to medical expenses), (y) the reimbursements for in no event shall any expenses for which the Executive is entitled to be reimbursed shall be made on or before after the last day of the calendar year following the calendar year in which the applicable expense is incurredExecutive incurred such expenses, and (z) the in no event shall any right to payment or reimbursement or the provision of any in-kind benefits hereunder may not benefit be liquidated subject to liquidation or exchanged exchange for any other another benefit.

Section 409A of the Code. Notwithstanding anything herein any provision to the contrarycontrary in this Agreement, if at the time Employee is deemed on the date of his or her “separation from service” (within the Executive’s termination meaning of employment Treas. Reg. Section 1.409A-1(h)) with the Company, the Company has determined that the Executive is to be a “specified employee” as defined in (within the meaning of Treas. Reg. Section 409A of the Code and 1.409A-1(i)), then with regard to any severance payments and benefits payment or benefit (including, without limitation, any mortgage assistance payment or loan forgiveness referred to Executive are above) that is considered a “deferral of compensation” deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Deferred Payments”after taking into account any applicable exceptions to such requirement), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment or benefit shall be made or provided on the first business day date that is the earlier of (i) the expiration of the seventh month following the Executive’s Termination Date, or if earlier six (6)-month period measured from the date of the ExecutiveEmployee’s death“separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). In Upon the event that expiration of the Delay Period, all payments under this Agreement are deferred and benefits delayed pursuant to this Section 14(h), then 4(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability reimbursed to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth Employee in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment lump sum and any remaining payments and benefits due under this Agreement shall be treated as a right to a series paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of separate payments, and references herein this Agreement to the Executive’s contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment shall refer employment, references to Executivethe Employee’s separation “termination of services employment” (and corollary terms) with the Company shall be construed to refer to Employee’s “separation from service” (within the meaning of Treas. Reg. Section 409A of 1.409A-1(h)) with the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitCompany.

Section 409A of the Code. (a) Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to the Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, and the final regulations and any guidance promulgated thereunder (“Code Section 409A”) (such payments, collectively, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Code Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of Code Section 409A at the time of the Executive’s termination (other than due to death), then the Deferred Payments that are payable within the first six (6) months following the Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one day following the date of the Executive’s separation from service. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month dies following the Executive’s Termination Dateseparation from service, or if earlier but prior to the six- (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Executive’s death. In the event that payments Each payment and benefit payable under this Agreement are deferred pursuant is intended to this constitute a separate payment for purposes of Section 14(h), then such payments shall be paid at the time specified in this Section 14(h1.409A-2(b)(2) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(hTreasury Regulations. (c) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments Payments. If under this Agreement, an amount is to be paid in two or more installments, for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officersCode Section 409A, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of each installment payments under this Agreement shall be treated as a right separate payment. (d) This Agreement is intended to a series be exempt from the requirements of separate paymentsCode Section 409A or compliant therewith so that none of the payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and references any ambiguities herein will be interpreted accordingly. The Company and the Executive agree to the Executive’s termination of employment shall refer work together in good faith to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant consider amendments to this Agreement does not constitute a “deferral and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement any additional tax or in-kind benefits provided income recognition prior to actual payment to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.under Section 409A.

Section 409A of the Code. Notwithstanding anything herein It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in 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, consistent with that objective and notwithstanding any severance payments provision herein to the contrary, 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 benefits pursuant to the Final Regulations under Section 409A or any successor regulation. Notwithstanding any other provision herein, if the Executive are considered is a “deferral specified employee on the date of compensation” termination, no payment of compensation under this Agreement shall be made to the Executive during the period lasting six 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 (Code. If any payment to the “Deferred Payments”)Executive is delayed pursuant to the foregoing sentence, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment instead shall be made on the first business day following the expiration of the seventh six-month following period referred to in the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interestprior sentence. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, VI; provided that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein (a) It is intended that the provisions of this Agreement comply with Section 409A of Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), 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 contrarymaximum extent practicable, the original intent and 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 good faith with regard to compliance therewith. (b) 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 is also a “Separation from Service” 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 termination of employment with the CompanySeparation from Service, the Company has determined determines that the Executive is a “specified employeeSpecified Employee,” as defined in within the meaning of Code Section 409A 409A, based on an identification date of December 31, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation under Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”)409A, such Deferred Payments that are otherwise payable within payment or benefit shall be paid or provided at the first date which is the earlier of (i) six (6) months following the Termination Date will become payable on the first business and one day of the seventh month following the Executive’s Termination Dateafter such separation from service, or if earlier and (ii) the date of the Executive’s deathdeath (the “Delay Period”). In Within five days of the event that end of the Delay Period, all payments under this Agreement are deferred and benefits delayed pursuant to this Section 14(h), then 10(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with or provided to the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump-sum, that neither the Company nor and any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment remaining payments and benefits due under this Agreement shall be treated paid or provided in accordance with the normal payment dates specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as a permitted by Code Section 409A, (i) the right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant benefits shall not be subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, (xii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year, provided that the foregoing clause (yii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the reimbursements for Code solely because such expenses for which are subject to a limit related to the Executive period the arrangement is entitled to be reimbursed in effect and (iii) such payments shall be made on or before the last day of the calendar Executive’s taxable year following the calendar taxable year in which the applicable expense is was incurred, and . (zd) Each payment made under this Agreement shall be designated as a “separate payment” within the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.meaning of Code Section 409A.

Section 409A of the Code. Notwithstanding any other provisions of this Agreement or the Plan, the RSUs granted hereunder shall 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 of the Code upon the Participant. In the event it is reasonably determined by the Committee that, as a result of Section 409A of the Code, the transfer of Shares under this Agreement may not be made at the time contemplated hereunder without causing the Participant to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the ExecutiveParticipant’s termination of employment with the Company, Company the Company has determined that the Executive Participant is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended and any severance payments and benefits to Executive are considered a “the deferral of compensation” the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until the date that is six months following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax). The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with the RSUs (the “Deferred Payments”including any taxes and penalties under Section 409A), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that and neither the Company nor any of its employees or representatives Subsidiaries shall have any liability obligation to indemnify or otherwise hold the Executive with respect theretoParticipant (or any beneficiary) harmless from any or all of such taxes or penalties. Any amount under If the RSUs are considered “deferred compensation” subject to Section 409A, references in this Agreement that satisfies and the requirements of the Plan to “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment Employment” and “separation from service” (and substantially similar phrases) shall refer to Executive’s mean “separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensationfrom service” within the meaning of Section 409A 409A. For purposes of Section 409A, each payment that may be made in respect of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive RSUs 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 (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitdesignated as a separate payment.

Section 409A of the Code. (a) Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to the Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, and the final regulations and any guidance promulgated thereunder (“Code Section 409A”) (such payments, collectively, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Code Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of Code Section 409A at the time of the Executive's termination (other than due to death), then the Deferred Payments that are payable within the first six (6) months following the Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one day following the date of the Executive’s separation from service. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month dies following the Executive’s Termination Dateseparation from service, or if earlier but prior to the six- (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Executive’s 's death. In the event that payments Each payment and benefit payable under this Agreement are deferred pursuant is intended to this constitute a separate payment for purposes of Section 14(h), then such payments shall be paid at the time specified in this Section 14(h1.409A-2(b)(2) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(hTreasury Regulations. (c) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments Payments. If under this Agreement, an amount is to be paid in two or more installments, for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officersCode Section 409A, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of each installment payments under this Agreement shall be treated as a right separate payment. (d) This Agreement is intended to a series be exempt from the requirements of separate paymentsCode Section 409A or compliant therewith so that none of the payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and references any ambiguities herein will be interpreted accordingly. The Company and the Executive agree to the Executive’s termination of employment shall refer work together in good faith to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant consider amendments to this Agreement does not constitute a “deferral and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement any additional tax or in-kind benefits provided income recognition prior to actual payment to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.under Section 409A.

Section 409A of the Code. Notwithstanding anything herein This Agreement and the Award are intended to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, be exempt from or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies meet the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement as applicable, and shall be treated as interpreted and construed consistent with that intent and each settlement hereunder shall be considered a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning payment for purposes of Section 409A of the Code. Notwithstanding anything to the contrary hereinany other provisions of this Agreement, except to the extent that the right to any expenseissuance of Shares or payment to Grantee hereunder provides for non-qualified deferred compensation within the meaning of Section 409A(d)(1) of the Code that is subject to Section 409A of the Code, reimbursement the issuance or in-kind benefit provided pursuant to this Agreement does not constitute payment shall be made in accordance with the following: If Grantee is a “deferral of compensationspecified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of Grantee’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code (the “Separation Date”), then no such issuance of Shares or payment shall be made during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of ▇▇▇▇▇▇▇’s death, if the earlier making of such issuance of Shares or payment would result in tax penalties being imposed on Grantee under Section 409A of the Code: (x) the . The amount of expenses eligible for reimbursement any issuance of Shares or in-kind benefits provided to the Executive payment that would otherwise be made during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed this period shall instead be made on the first business day following the date that is six months following the Separation Date or, if earlier, the date of Grantee’s death. If the Grantee is subject to an employment or before other agreement that specifies a time and form of payment that differs from the last day time and form of payment set forth in Exhibit B, then this Award shall be settled in accordance with such employment or other agreement to the extent required to comply with Section 409A of the calendar year following Code in a manner permissible under the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitPlan.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h10(h), then such payments shall be paid at the time specified in this Section 14(h10(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h10(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. (a) Notwithstanding anything herein any provisions of this Agreement to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive Employee is a “specified employee” as defined in (within the meaning of Section 409A of the Code and determined pursuant to procedures adopted by the Company) at the time of his separation from service and if any severance portion of the payments and or benefits to Executive are be received by the Employee upon separation from service would be considered a “deferral of compensation” deferred compensation under Section 409A of the Code Code, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s separation from service (the “Deferred Delayed Payments”), such Deferred Payments ) and benefits that are would otherwise payable within be provided pursuant to this Agreement (the first six months “Delayed Benefits”) during the six-month period immediately following the Termination Date will become payable Employee’s separation from service (such period, the “Delay Period”) shall instead be paid or made available on the earlier of (i) the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the ExecutiveEmployee’s death. In separation from service or (ii) Employee’s death (the event that payments under this Agreement are deferred pursuant to this Section 14(happlicable date, the “Permissible Payment Date”), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with also reimburse the Executive Employee for the after-tax cost incurred by the Employee in good faith regarding independently obtaining any Delayed Benefits (the implementation of the provisions of this Section 14(h“Additional Delayed Payments”). (b) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount Each payment under this Agreement that satisfies the requirements shall be considered a “separate payment” and not of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) a series of the Treasury Regulations will not constitute Deferred Payments payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code. (c) Any Delayed Payments shall bear interest at the United States 5-year Treasury Rate plus 2%, the right to a series of installment payments under this Agreement which accumulated interest shall be treated as a right to a series of separate payments, and references herein paid to the Executive’s Employee on the Permissible Payment Date. (d) A termination of employment shall refer not be deemed to Executive’s have occurred for purposes of any provision 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 is also a “separation of services with the Company from service” (within the meaning of Section 409A of the Code). 8. Notwithstanding anything The Agreement is hereby deemed to be further amended as necessary to conform it to the contrary terms of this Amendment. All other provisions of the Agreement, except as specifically amended herein, except to the extent any expenseremain in full force and effect and are incorporated herein. 9. This Amendment may be executed in one or more counterparts, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral each of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before deemed an original, but all of which together shall constitute one and the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitsame instrument.

Section 409A of the Code. Notwithstanding anything herein It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in 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, consistent with that objective and notwithstanding any severance payments provision herein to the contrary, 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 benefits 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 made to the Executive are considered a “deferral during the period lasting six (6) months from the date of compensation” under 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 (Code. If any payment to the “Deferred Payments”)Executive is delayed pursuant to the foregoing sentence, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment instead shall be made on the first business day following the expiration of the seventh six-month following period referred to in the Executive’s Termination Dateprior sentence, or if earlier unless specified otherwise in Section 6(l)(i) hereof. Although the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided6(l), that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount to any additional taxes that the Executive may be subject to in the event that any amounts under this Agreement that satisfies are determined to violate Code section 409A. (i) Notwithstanding the requirements of above, amounts described as being subject to payment in accordance with the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes provisions of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless Section 6(l)(i) shall be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk delay in payment for a six-month period following the date of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement termination and shall be treated paid as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of follows: For any Base Salary under Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement 6(a)(v) or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x6(c)(iv)(A) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed continued beyond the date of termination and for any Pension Replacement Payment, all payments that would have been made during the six-month period immediately following the date of termination shall be made in a single cash payment on or before the last first business day following the expiration of such six-month period, and as of the calendar year first business day following the calendar year expiration of such six-month period all such payments shall resume in which accordance with the applicable expense is incurred, and (zregular payroll practices of the Company until the end of the specified period; any bonus payments under Section 6(c)(iv)(B) shall be paid in a single lump sum payment on the right to payment or reimbursement or infirst business day following the expiration of such six-kind benefits hereunder may not be liquidated or exchanged for any other benefitmonth period.

Section 409A of the Code. Notwithstanding anything herein the timing of the payments pursuant to Section 3(e) of this Agreement, to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that extent the Executive is would otherwise be entitled to a “specified employee” as defined in Section 409A payment during the six months beginning on the Date of Termination that would be subject to the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” additional tax imposed under Section 409A of the Internal Revenue Code of 1986, as amended (the “Deferred PaymentsCode”), (i) the payment will not be made to the Executive and instead will be made, at the election of the Firm, either to a trust in compliance with Rev. Proc. 92-64 or an escrow account established to fund such Deferred Payments payments (provided that are otherwise payable within such funds shall be at all times subject to the first six months following creditors of the Termination Date Firm and its affiliates) and (ii) the payment, together with interest thereon at the rate of “prime” plus 1%, will become payable be paid to the Executive on the first business day earlier of the seventh six-month following anniversary of Date of Termination or the Executive’s Termination Date, death or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company disability (within the meaning of Section 409A of the Code). Notwithstanding anything to the contrary hereinSimilarly, except to the extent the Executive would otherwise be entitled to any expensebenefit (other than a cash payment) during the six months beginning on the Date of Termination that would be subject to the additional tax under Section 409A of the Code, reimbursement the benefit will be delayed and will begin being provided (together, if applicable, with an adjustment to compensate the Executive for the delay, with such adjustment to be determined in the Firm’s reasonable good faith discretion) on the earlier of the six-month anniversary of the Date of Termination or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” the Executive’s death or disability (within the meaning of Section 409A of the Code: (x) ). The Firm will establish the amount trust or escrow account, as applicable, no later than ten days after the Executive’s Date of expenses eligible for reimbursement or in-kind Termination. It is the intention of the parties that the payments and benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is could become entitled to be reimbursed shall be made on or before the last day in connection with termination of employment under this Agreement comply with Section 409A of the calendar year following Code. In the calendar year event that the parties determine that any such benefit or right does not so comply, they will negotiate reasonably and in which good faith to amend the applicable expense is incurred, terms of this Agreement such that it complies (in a manner that attempts to minimize the economic impact of such amendment on the Executive and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitFirm).

Section 409A of the Code. This Agreement is intended, and its terms shall be interpreted as necessary, to comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding anything herein to the contrarycontrary in this Agreement, the parties mutually desire to avoid adverse tax consequences associated with the application of Section 409A to this Agreement and agree to cooperate fully and take appropriate reasonable actions to avoid any such consequences under Section 409A, including 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. In this regard, notwithstanding anything to the contrary in this Section 4, to the extent necessary to comply with Section 409A, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive Employee is a “specified employee,” as defined in Treas. Reg. §1.409A-1(i), and any partnership interests of the Partnership are publicly traded on an established securities market or otherwise, no payment or benefit that is subject to Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments shall be made under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation on account of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the Employee’s “short-term deferralseparation from service” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the CodeCode before the date that is the first day of the seventh month beginning after the date the Employee’s separation from service (or, if earlier, the date of death of the Employee or any other date permitted under Section 409A). Notwithstanding anything For purposes of determining if amounts payable under this Agreement by reason of the Employee’s termination are owed, and if so, when they are to be paid or provided, the Employee shall be considered to have terminated employment with the Company only when the Employee’s employment with the Company ceases on what is then reasonably expected and understood by the Employee and the Company to be a permanent basis and such cessation constitutes a “separation from service” with respect to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” Company and its affiliates within the meaning of Section 409A and applicable administrative guidance issued thereunder. To the extent that any amount or benefit under this Agreement constitutes a reimbursement of an expense incurred by, or the Codeprovision of benefits in kind to, the Employee and such amount or benefit represents a “deferral of compensation,” all within the meaning of Section 409A, then: (xi) the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, under this Agreement during or for any taxable year of the Employee shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, during or for any other taxable year of the Employee; (ii) all reimbursements of expenses under this Agreement shall be made by no later than the earlier of the date otherwise required under this Agreement and the last day of the Employee’s taxable year following the taxable year of the Employee in which the expense was incurred; and (iii) the right to reimbursement or in-kind benefits provided under this Agreement shall not be subject to liquidation or exchange for another benefit. For purposes of Section 409A, each payment or amount due under this Agreement shall be considered a separate payment, and the Executive during any calendar year will not affect the amount Employee’s entitlement to a series of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive payments under this Agreement is entitled to be reimbursed shall be made on or before the last day treated as an entitlement to a series of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitseparate payments.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment It is intended that this Agreement will comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (and any regulations and guidelines issued thereunder) to the “Deferred Payments”)extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day intent. If an amendment of the seventh month following Agreement is necessary in order for it to comply with Section 409A, the Executive’s Termination Date, or if earlier parties hereto will negotiate in good faith to amend the date Agreement in a manner that preserves the original intent of the Executive’s deathparties to the extent reasonably possible. In the event that payments under this Agreement are deferred No action or failure by Company in good faith to act, pursuant to this Section 14(h)10.14, then such payments shall be paid at the time specified in this Section 14(h) without interest. The subject Company to any claim, liability, or expense, and Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall not have any liability obligation to indemnify or otherwise protect Executive from the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made obligation to other executive officers, will nonetheless be paid pay any taxes pursuant to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything In addition, notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Delayed Payments”), such payment shall not be made prior to the 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, except 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 that any expensereimbursement, reimbursement fringe benefit or in-kind benefit provided pursuant to other, similar plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement does not constitute or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code: , (xi) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any payment under such plan or arrangement in one calendar year will may not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive payment in any other calendar year, year (y) except that a plan providing medical or health benefits may impose a generally applicable limit on the reimbursements for expenses for which the Executive is entitled to amount that may be reimbursed shall or paid), and (ii) subject to any shorter time periods provided herein, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the applicable expense is was incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein a. To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the contrary, if Company constitute deferred compensation subject to Section 409A of the Code; (ii) Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (iii) at the time of Executive’s separation from service the Company is publicly traded (as defined in Section 409A of Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid within six (6) months of Executive’s separation from service) shall not be made until the earlier of (x) the first day of the seventh month following Executive’s separation from service or (y) the date of Executive’s death following such separation from service. During any period that payment or payments to Executive are deferred pursuant to the foregoing, Executive shall be entitled to interest on the deferred payment or payments at a per annum rate equal to Federal-Funds rate as published in The Wall Street Journal on the date of Executive’s termination of employment with the Company. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the Company has determined that absence of this Agreement Section 12 (together with accrued interest thereon) shall be paid to Executive or Executive’s beneficiary in one lump sum. b. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Executive payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “specified employeeseparation from service” as defined in (within the meaning of Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”Code), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. . c. For purposes of Section 409A of the Code, the right to a series of installment payments each payment under this Agreement shall Sections 8 and 9 (and each other severance plan payment) will be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services payment. d. It is intended that this Agreement comply with the Company within the meaning provisions of Section 409A of the Code. Notwithstanding anything Code and the regulations and guidance of general applicability issued thereunder so as to not subject Executive to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral payment of compensation” within the meaning of additional interest and taxes under Section 409A of the Code: (x) the amount , and in furtherance of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar yearthis intent, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed this Agreement shall be made on or before the last day of the calendar year following the calendar year interpreted, operated and administered in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefita manner consistent with these intentions.

Section 409A of the Code. Notwithstanding anything herein It is intended that this Agreement will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder) to the contraryextent 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 to the extent reasonably possible. No action or failure by Company in good faith to act, pursuant to this Section 8.14, shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. In addition, notwithstanding any provision to the contrary in this Agreement, if at Executive is deemed on the time date of Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A 1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A 1(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Delayed Payments”), such payment shall not be made prior to the earlier 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 the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h)addition, then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent that any expense, reimbursement or in-kind benefit provided pursuant to under this Agreement does not constitute 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 409A of the Code: , (xi) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any benefit in one calendar year will may not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive benefit in any other calendar yearyear (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (yii) the reimbursements right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for expenses for which the Executive is entitled another benefit, and (iii) subject to be reimbursed shall any shorter time periods provided herein, any such reimbursement of an expense or in-kind benefit must be made on or before the last day of the calendar year following the calendar year in which the applicable expense is 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”), then any severance payments that would otherwise occur during the portion of the Crossover 60-Day Period that falls within the first year will be delayed and (z) paid in a lump sum during the right to payment or reimbursement or inportion of the Crossover 60-kind benefits hereunder may not be liquidated or exchanged for any other benefitDay Period that falls within the second year.

Section 409A of the Code. Notwithstanding anything herein to the contrarycontrary in this Agreement or elsewhere, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in determined pursuant to Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral as of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under Separation From Service and if any payment or benefit provided for in this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(hor otherwise both (x) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute constitutes a “deferral of compensation” within the meaning of Section 409A of and (y) cannot be paid or provided in the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits manner otherwise provided to without subjecting the Executive to “additional tax”, interest or penalties under Section 409A, then any such payment or benefit that is payable during any calendar year will not affect the amount of expenses eligible for reimbursement first six months following Executive’s Separation From Service shall be paid or in-kind benefits provided to the Executive in any other a cash lump-sum on the first business day of the seventh calendar year, (y) month following the reimbursements for expenses for month in which the Executive’s Separation From Service occurs. 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 only be paid or provided to the Executive upon a Separation From Service (as defined in Section 5(b) above). Notwithstanding anything to the contrary in this Section 5 or elsewhere, any payment or benefit under this Section 5, or otherwise, that is entitled exempt from Section 409A pursuant to be reimbursed Final Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) shall be made on paid or before provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the calendar second taxable year of the Executive following the taxable year of the Executive in which the Separation From Service occurs; and provided further that such expenses are reimbursed no later than the last day of the third taxable year following the calendar taxable year of the Executive in which the applicable expense is incurredSeparation From Service occurs. Finally, for the purposes of this Agreement, amounts payable under Section 5 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (zb)(9) (“separation pay plans,” including the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any exception under subparagraph (iii)) and other benefitapplicable provisions of Treasury Regulation Section 1.409A-1 through A-6.

Section 409A of the Code. Notwithstanding anything herein to the contrarycontrary in this Agreement or elsewhere, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in determined pursuant to Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral as of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under Separation From Service and if any payment or benefit provided for in this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(hor otherwise both (x) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute constitutes a “deferral of compensation” within the meaning of Section 409A of and (y) cannot be paid or provided in the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits manner otherwise provided to without subjecting the Executive to “additional tax”, interest or penalties under Section 409A, then any such payment or benefit that is payable during any calendar year will not affect the amount of expenses eligible for reimbursement first six months following Executive’s Separation From Service shall be paid or in-kind benefits provided to the Executive in any other a cash lump-sum on the first business day of the seventh calendar year, (y) month following the reimbursements for expenses for month in which the Executive’s Separation From Service occurs. 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 only be paid or provided to the Executive upon a Separation From Service (as defined in Section 5(a) above). Notwithstanding anything to the contrary in this Section 5 or elsewhere, any payment or benefit under this Section 5, or otherwise, that is entitled exempt from Section 409A pursuant to be reimbursed Final Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) shall be made on paid or before provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the calendar second taxable year of the Executive following the taxable year of the Executive in which the Separation From Service occurs; and provided further that such expenses are reimbursed no later than the last day of the third taxable year following the calendar taxable year of the Executive in which the applicable expense is incurredSeparation From Service occurs. Finally, for the purposes of this Agreement, amounts payable under Section 5 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (zb)(9) (“separation pay plans,” including the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any exception under subparagraph (iii)) and other benefitapplicable provisions of Treasury Regulation Section 1.409A-1 through A-6.

Section 409A of the Code. Notwithstanding anything herein (a) To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the contrary, if Company constitute deferred compensation subject to Section 409A of the Code; (ii) Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (iii) at the time of Executive’s separation from service the Company is publicly traded (as defined in Section 409A of Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid within six (6) months of Executive’s separation from service) shall not be made until the earlier of (x) the first day of the seventh month following Executive’s separation from service or (y) the date of Executive’s death following such separation from service. During any period that payment or payments to Executive are deferred pursuant to the foregoing, Executive shall be entitled to interest on the deferred payment or payments at a per annum rate equal to Federal-Funds rate as published in The Wall Street Journal on the date of Executive’s termination of employment with the Company. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the Company has determined that absence of this Section 19 (together with accrued interest thereon) shall be paid to Executive or Executive’s beneficiary in one lump sum. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Executive payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “specified employeeseparation from service” as defined in (within the meaning of Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code Code). (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(hc) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to each payment under Section 5 hereof (and each other severance plan payment) will be treated as a series separate payment. (d) Any reimbursement of installment payments expenses made under this Agreement shall only be treated as a right to a series of separate paymentsmade for eligible expenses incurred during the Term, and references herein to the Executive’s termination no reimbursement of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed expense shall be made on or before by the last day Company after December 31st of the calendar year following the calendar year in which the applicable expense is was incurred. Any amount eligible for reimbursement under this Agreement during a taxable year may not affect expenses eligible for reimbursement in any other taxable year, and (z) the any right to payment reimbursement under this Agreement is not subject to liquidation or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged exchange for any other another benefit. (e) It is intended that this Agreement comply with the provisions of Section 409A of the Code and the regulations and guidance of general applicability issued thereunder so as to not subject Executive to the payment of additional interest and taxes under Section 409A of the Code, and in furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions.

Section 409A of the Code. a. To the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. Notwithstanding anything herein the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or other counsel in connection with Section 409A of the Code. b. Notwithstanding any provisions of this Agreement to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive Employee is a “specified employee” as defined in (within the meaning of Section 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any severance portion of the payments and or benefits to Executive are be received by Employee upon separation from service would be considered a “deferral of compensation” deferred compensation under Section 409A of the Code and the regulations adopted thereunder (the “Nonqualified Deferred PaymentsCompensation”), such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Payments Compensation and benefits that are would otherwise payable within be provided pursuant to this Agreement during the first six months six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the Termination Date will become payable on earlier of (i) the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the ExecutiveEmployee’s separation from service and (ii) Employee’s death. In Notwithstanding anything in this Agreement to the event that payments contrary, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation regarded as a “separate payment” and not of the provisions a series of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code. c. Except as otherwise specifically provided in this Agreement, if any reimbursement to which the right to a series of installment payments Employee is entitled under this Agreement shall be treated as a right would constitute deferred compensation subject to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to , the contrary hereinfollowing additional rules shall apply: (i) the reimbursable expense must have been incurred, except to as otherwise expressly provided in this Agreement, during the extent any expense, reimbursement or in-kind benefit provided pursuant to term of this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: Agreement; (xii) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar taxable year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar taxable year, ; (yiii) the reimbursements for expenses for which the Executive is entitled to be reimbursed reimbursement shall be made on or before as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than the last day of the calendar Employee’s taxable year following the calendar taxable year in which the applicable expense is was incurred, ; and (ziv) the right Employee’s entitlement to payment or reimbursement or in-kind benefits hereunder may shall not be liquidated subject to liquidation or exchanged exchange for any other another benefit.

Section 409A of the Code. Notwithstanding anything herein (a) This Agreement is intended to the contrary, if at the time of the Executive’s termination of employment comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and its corresponding regulations, to the extent applicable. Severance benefits under the Agreement are intended to Executive are considered a “deferral of compensation” under be exempt from Section 409A of the Code (under the “Deferred Payments”)short term deferral” exemption, such Deferred Payments that are otherwise payable within to the first six months following maximum extent applicable, and then under the Termination Date will become payable on “separation pay” exemption, to the first business day of maximum extent applicable. Notwithstanding anything in this Agreement to the seventh month following the Executive’s Termination Datecontrary, or if earlier the date of the Executive’s death. In the event that payments may only be made under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified upon an event and in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of manner permitted by Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s extent applicable. As used in the Agreement, the term “termination of employment employment” shall refer to mean Executive’s separation of services from service with the Company within the meaning of Section 409A of the CodeCode and the regulations promulgated thereunder. Notwithstanding anything to In no event may Executive, directly or indirectly, designate the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute calendar year of a “deferral of compensation” within the meaning payment. For purposes of Section 409A of the Code: (x) , each payment hereunder shall be treated as a separate payment and the amount right to a series of expenses eligible for reimbursement or payments shall be treated as the right to a series of separate payments. All reimbursements and in-kind benefits provided to under the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed Agreement shall be made on or before provided in accordance with the last day requirements of Section 409A of the calendar year following Code. (b) Notwithstanding anything in this Agreement to the calendar year in which contrary, if required by Section 409A of the applicable expense Code, if Executive is incurredconsidered a “specified employee” for purposes of Section 409A of the Code and if 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 (z) the right accumulated amounts shall be paid in a 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 or reimbursement or in-kind benefits hereunder may not of benefits, the amounts withheld on account of Section 409A of the Code shall be liquidated or exchanged for any other benefitpaid to the personal representative of Executive’s estate within 60 days after the date of Executive’s death.

Section 409A of the Code. Notwithstanding anything herein It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in 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, consistent with that objective and notwithstanding any severance payments provision herein to the contrary, 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 benefits 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 made to the Executive are considered a “deferral during the period lasting six (6) months from the date of compensation” under 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 (Code. If any payment to the “Deferred Payments”)Executive is delayed pursuant to the foregoing sentence, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment instead shall be made on the first business day following the expiration of the seventh six-month following period referred to in the Executive’s Termination Dateprior sentence, or if earlier unless specified otherwise in Section 6(j)(i) hereof. Although the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided6(j), that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount to any additional taxes that the Executive may be subject to in the event that any amounts under this Agreement that satisfies are determined to violate Code section 409A. (i) Notwithstanding the requirements of above, amounts described as being subject to payment in accordance with the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes provisions of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless Section 6(j)(i) shall be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk delay in payment for a six-month period following the date of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement termination and shall be treated paid as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of follows: For any Base Salary under Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement 6(a)(v) or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x6(c)(iv)(A) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed continued beyond the date of termination and for any Pension Replacement Payment, all payments that would have been made during the six-month period immediately following the date of termination shall be made in a single cash payment on or before the last first business day following the expiration of such six-month period, and as of the calendar year first business day following the calendar year expiration of such six-month period all such payments shall resume in which accordance with the applicable expense is incurred, and (zregular payroll practices of the Company until the end of the specified period; any bonus payments under Section 6(c)(iv)(B) shall be paid in a single lump sum payment on the right to payment or reimbursement or infirst business day following the expiration of such six-kind benefits hereunder may not be liquidated or exchanged for any other benefitmonth period.

Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Executive. This Agreement shall be administered and interpreted in a manner consistent with this intent. Each payment hereunder shall be considered a separate payment for purposes of Section 409A of the Code. Notwithstanding anything herein any provision of this Agreement to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee,” as defined determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code Code, on the date of the Executive’s separation from service (within the meaning of Treasury Regulation section 1.409A-1(h)) and if any severance portion of the payments and or benefits to be received by the Executive are considered upon his or her separation from service would constitute a “deferral of compensation” under subject to Section 409A of the Code (Code, then to the “Deferred Payments”)extent necessary to comply with Section 409A of the Code, such Deferred Payments amounts that are would otherwise be payable within pursuant to this Agreement during the first six months six-month period immediately following the Termination Date Executive’s termination of employment will become payable instead be paid or made available on the earlier of (a) the first business day of the seventh month following after the Executive’s Termination Datetermination of employment, or if earlier the date of (b) the Executive’s death. In Notwithstanding the event that payments under foregoing or any other provision of this Agreement are deferred pursuant to this Section 14(h)the contrary, then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees subsidiaries or representatives affiliates shall have be deemed to guarantee any liability to the Executive particular tax result for any Executive, spouse, or beneficiary with respect theretoto any payments provided hereunder. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments In addition, for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of phrase “permitted by Section 409A of the Code,” or words of similar import, will mean that the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of event or circumstances that may occur or exist only if permitted by Section 409A of the Code. Notwithstanding anything to Code would not cause the contrary herein, except to the extent any expense, reimbursement identified amount that is deferred or in-kind benefit provided pursuant to payable under this Agreement does not constitute a “deferral to be includable in the gross income of compensation” within the meaning of Executive (or his or her beneficiary) under Section 409A 409A(a)(1) of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code (and any regulations and guidelines issued thereunder) (“Code”) to the contraryextent 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 to the extent reasonably possible. No action or failure by Company in good faith to act, pursuant to this Section 7.14, shall subject Company to any claim, liability, or expense, 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. In addition, notwithstanding any provision to the contrary in this Agreement, if at Executive is deemed on the time date of his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Delayed Payments”), such payment shall not be made prior to the 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 necessary to comply with Section 409A of the Code, 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 the Company. For purposes of this Agreement, the Company has determined that the Executive is all rights to payments and benefits hereunder shall be treated as rights to receive a “specified employee” as defined in Section 409A series of the Code and any severance separate payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of fullest extent allowed by Section 409A of the Code. Notwithstanding anything to the contrary hereinIn addition, except to the extent that any expense, reimbursement or in-kind benefit provided pursuant to under this Agreement does not constitute 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 409A of the Code: , (xi) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any benefit in one calendar year will may not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive benefit in any other calendar year, (yii) the reimbursements right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for expenses for which another benefit, and (iii) subject to any shorter time periods provided herein or in the Executive is entitled to be reimbursed shall expense reimbursement policies of Company, any such reimbursement of an expense or in-kind benefit must be made on or before the last day of the calendar year following the calendar year in which the applicable expense is 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”), then any severance payments contingent upon a release and (z) that would otherwise occur during the right to payment or reimbursement or inportion of the Crossover 60-kind benefits hereunder may not Day Period that falls within the first year will be liquidated or exchanged for any other benefitdelayed and paid in a lump sum during the portion of the Crossover 60-Day Period that falls within the second year.

Section 409A of the Code. Notwithstanding anything herein (a) To the extent (i) any payments to the contrarywhich Executive becomes entitled under this Agreement, if at the time of the or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the Company, Company constitute deferred compensation subject to Section 409A of the Company has determined that the Code; (ii) Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (iii) at the time of Executive’s separation from service the Company is publicly traded (as defined in Section 409A of the Code and Code), then such payments (other than any severance payments and benefits to Executive are considered a “deferral of compensation” under permitted by Section 409A of the Code to be paid within six (6) months of Executive’s separation from service) shall not be made until the “Deferred Payments”), such Deferred Payments that are otherwise payable within earlier of (A) the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, separation from service or if earlier (B) the date of the Executive’s deathdeath following such separation from service. In the event During any period that payment or payments under this Agreement to Executive are deferred pursuant to this Section 14(h)the foregoing, then such payments Executive shall be paid entitled to interest on the deferred payment or payments at a per annum rate equal to the time specified in this Section 14(hhighest rate of interest applicable to six (6) without interest. The Company shall consult with month money market accounts offered by the Executive in good faith regarding following institutions: Citibank N.A., ▇▇▇▇▇ Fargo Bank, NA., or Bank of America, on the implementation date of such “separation from service.” Upon the expiration of the provisions applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 14(h13 (together with accrued interest thereon) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th Executive’s beneficiary in one lump sum. (b) It is intended that this Agreement comply with or be exempt from the provisions of Section 409A of the year following Code and the year when Treasury Regulations and guidance of general applicability issued thereunder so as to not subject Executive to the payment is no longer subject to a substantial risk of forfeiture. For purposes of additional interest and taxes under Section 409A of the Code, the right to a series and in furtherance of installment payments under this intent, this Agreement shall be treated as interpreted, operated and administered in a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services manner consistent with the Company within the meaning of Section 409A of the Codethese intentions. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.[Signature Page Follows]

Section 409A of the Code. Notwithstanding anything herein 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 contrarymaximum extent permitted, if at the time of the this Agreement shall be construed and interpreted in accordance with such intent. Executive’s termination of employment with (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 Companymeaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (a) Notwithstanding any provision to the contrary in this Agreement, the Company has determined that the if Executive is deemed on the date of Executive’s termination to be a “specified employee” as defined 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 Executive’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 earlier of (i) the expiration of the Code six (6) month period measured from the date of Executive’s separation from service, and any severance payments and benefits to Executive are considered a “deferral (ii) the date of compensation” under Section 409A of the Code Executive’s death (the “Deferred PaymentsDelay Period”), such Deferred Payments that are otherwise payable within . On the first six months following the Termination Date will become payable on the first business day of the seventh month following the date of Executive’s Termination Dateseparation from service or, or if earlier earlier, on the date of the Executive’s death. In the event that , all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then such payments 18(a) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the or reimbursed to Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid remaining payments and benefits due to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services paid or provided in accordance with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary normal payment dates specified for them herein, except to . (b) To the extent any expensereimbursement of costs and expenses provided for under this Agreement constitutes taxable income to Executive for Federal income tax purposes, such reimbursements shall be made no 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 benefit provided pursuant benefits is not subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, and (xii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year, . (yc) the reimbursements for expenses for which the Executive If any amount under this Agreement is entitled to be reimbursed paid in two or more installments, for purposes of Code Section 409A each installment 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 (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefittreated as a separate payment.

Section 409A of the Code. Notwithstanding anything herein any other provision of this Agreement to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive Employee is a “specified employee” as defined in within the meaning of Code Section 409A of and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A if such payment or benefit is paid within six months after the Employee’s “separation from service” (within the meaning of the Code (the “Deferred Payments”Section 409A), then such Deferred Payments payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following the Employee’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that are would otherwise payable within have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to the Employee in a lump-sum cash payment on the earlier of (i) the first six months following the Termination Date will become payable on the first business day regular payroll date of the seventh month following the ExecutiveEmployee’s Termination Date, separation from service or if earlier (ii) the date of 10th business day following the ExecutiveEmployee’s death. In If the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the ExecutiveEmployee’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement hereunder does not constitute a “deferral of compensationseparation from service” within the meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of the Employee’s employment and which are subject to Code Section 409A shall not be paid until the Employee has experienced a “separation from service” within the meaning of the Code: (x) the amount of expenses eligible Code Section 409A. In addition, no right to reimbursement hereunder or otherwise may be liquidated or exchanged for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for benefit and any reimbursement to which the Executive Employee is entitled to be reimbursed hereunder shall be made on or before later than the last day of the calendar year following the calendar year in which such expenses were incurred.” 9. Except as amended hereby, the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitEmployment Agreement shall continue in effect in accordance with its terms.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time This Agreement shall be construed and administered in accordance with Section 409A of the ExecutiveInternal Revenue Code of 1986, as amended (the “Code”), or an applicable exemption from Code Section 409A. To the extent that any compensation payable under this Agreement constitutes deferred compensation within the meaning of Code Section 409A and the Department of Treasury regulations and other guidance thereunder, (i) any provisions of this Agreement that provide for payment of compensation that is subject to Section 409A and that has payment triggered by the Participant’s termination separation from service other than on account of employment with the CompanyParticipant’s death shall be deemed to provide for payment that is triggered only by the Participant’s “separation from service” within the meaning of Treasury Regulation Section §1.409A-1(h) (a “Section 409A Separation from Service”), (ii) if the Company has determined that the Executive Participant is a “specified employee” as defined in within the meaning of Treasury Regulation Section §1.409A-1(i) on the date of the Participant’s Section 409A Separation from Service (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the Code and any severance payments and benefits “specified employee identification date” that relates to Executive are considered a “deferral the date of compensation” under such Section 409A Separation from Service or in the absence of such rules established by the Code (Company, under the “Deferred Payments”default rules for identifying specified employees under Treasury Regulation Section 1.409A-1(i)), such Deferred Payments that are otherwise payable within compensation triggered by such Section 409A Separation from Service shall be paid to the first Participant six months following the Termination Date will become payable on date of such Section 409A Separation from Service (provided, however, that if the first business day Participant dies after the date of the seventh such Section 409A Separation from Service, this six month following the Executive’s Termination Date, or if earlier delay shall not apply from and after the date of the ExecutiveParticipant’s death. In ); and (iii) to the event extent necessary to comply with Code Section 409A, the definition of change in control that payments applies under Code Section 409A shall apply under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified extent that it is more restrictive than the definition of Change in this Section 14(h) without interestControl that would otherwise apply. The Participant acknowledges and agrees that the Company shall consult with the Executive in good faith has made no representation regarding the implementation tax treatment of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount payment under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth and, notwithstanding anything else in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled , that the Participant is solely responsible for all taxes due with respect to any payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitAgreement.

Section 409A of the Code. Notwithstanding anything herein a. To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the contrary, if Company constitute deferred compensation subject to Section 409A of the Code; (ii) Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (iii) at the time of Executive’s separation from service the Company is publicly traded (as defined in Section 409A of Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid within six (6) months of Executive’s separation from service) shall not be made until the earlier of (x) the first day of the seventh month following Executive’s separation from service or (y) the date of Executive’s death following such separation from service. During any period that payment or payments to Executive are deferred pursuant to the foregoing, Executive shall be entitled to interest on the deferred payment or payments at a per annum rate equal to Federal-Funds rate as published in The Wall Street Journal on the date of Executive’s termination of employment with the Company. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the Company has determined that absence of this Agreement Section 11 (together with accrued interest thereon) shall be paid to Executive or Executive’s beneficiary in one lump sum. b. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Executive payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “specified employeeseparation from service” as defined in (within the meaning of Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”Code), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. . c. For purposes of Section 409A of the Code, the right to a series of installment payments each payment under this Agreement shall Sections 8 and 9 (and each other severance plan payment) will be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services payment. d. It is intended that this Agreement comply with the Company within the meaning provisions of Section 409A of the Code. Notwithstanding anything Code and the regulations and guidance of general applicability issued thereunder so as to not subject Executive to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral payment of compensation” within the meaning of additional interest and taxes under Section 409A of the Code: (x) the amount , and in furtherance of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar yearthis intent, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed this Agreement shall be made on or before the last day of the calendar year following the calendar year interpreted, operated and administered in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefita manner consistent with these intentions.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined 1. It is intended that the Executive is a “specified employee” as defined in provisions of this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”), 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. Notwithstanding the foregoing, the Company shall have no liability with regard to any severance payments and failure to comply with Code Section 409A so long as it has acted in good faith with regard to compliance therewith. 2. 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 shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits to Executive are considered upon or following a termination of employment unless such termination is also a “deferral Separation from Service” within the meaning of compensationCode 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. 4. If Executive is deemed on the date of termination of his employment to be a “specified employee”, within the meaning of that term under Section 409A 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, then: a. With regard to any payment, the providing of any benefit or any distribution of equity upon separation from service that constitutes “Deferred Payments”)deferred compensation” subject to Code Section 409A, such Deferred Payments that are otherwise payable within payment, benefit or distribution shall not be made or provided prior to the earlier 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 six months following the Termination Date will become payable on the first business day of the seventh month following the date of Executive’s Termination DateSeparation from Service or, or if earlier earlier, on the date of the Executive’s his death. In the event that , (x) all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then VIII(G)(4) (whether they would otherwise have been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with or reimbursed to the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment remaining payments and benefits due under this Agreement shall be treated paid or provided in accordance with the normal dates specified from them herein and (y) all distributions of equity delayed pursuant to this Section VIII(G)(4) shall be made to Executive. 5. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as a permitted by Code Section 409A, (i) the right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant benefits shall not be subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, (xii) the amount of expenses eligible for reimbursement reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year, provided that the foregoing clause (yii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the reimbursements for Code solely because such expenses for which are subject to a limit related to the Executive period the arrangement is entitled to be reimbursed in effect and (iii) such payments shall be made on or before the last day of the calendar Executive’s taxable year following the calendar taxable year in which the applicable expense is incurredoccurred. 6. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., and “payment shall be made within thirty (z30) days following the right to date of termination), the actual date of payment or reimbursement or in-kind benefits hereunder may not within the specified period shall be liquidated or exchanged for any other benefitwithin the sole discretion of the Company.

Section 409A of the Code. (i) The compensation and benefits under this Agreement are intended to comply with or be exempt from the requirements of Section 409A of the Code, and this Agreement will be interpreted and administered in a manner consistent with that intent. The preceding provision, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Participant under this Agreement and shall not constitute an indemnity from the Company to the Participant. (ii) References to “termination of employment” and similar terms used in this Agreement mean, to the extent necessary to comply with Section 409A of the Code, the date that the Participant first incurs a “separation from service” within the meaning of Section 409A of the Code. Each payment under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code. (iii) To the extent any reimbursement provided under this Agreement is includable in the Participant’s income and could be characterized as nonqualified deferred compensation for purposes of Section 409A of the Code, such reimbursements shall be paid to the Participant at the time specified, but not later than December 31 of the year following the year in which the Participant incurs the expense, and shall not be subject to liquidation or exchange for another benefit, and the amount of reimbursable expenses provided in one year shall not increase or decrease the amount of reimbursable expenses to be provided in a subsequent year. (iv) The payment of any “tax gross-up payment” (as defined in Section 409A of the Code), including the Gross-Up Payment, pursuant to this Agreement shall be paid to the Participant in any event no later than the end of the taxable year immediately following the taxable year in which the Participant remits the related taxes. (v) Notwithstanding anything herein in this Agreement to the contrary, if at the time of the Executive’s termination of employment the Participant’s Continuous Service Status with the Company, the Company has determined that the Executive Participant is a “specified employee” as defined in Section 409A of the Code Code, and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payment payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred as a result of such separation from service is required to be delayed by six months pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, then the right to a series Company will make such payment on the date that is six months following the Participant’s separation from service with the Company. The amount of installment such payment will equal the sum of the payments under this Agreement shall be treated as a right to a series of separate payments, and references herein that would have been paid to the Executive’s termination of employment shall refer to ExecutiveParticipant during the six-month period immediately following the Participant’s separation from service had the payment commenced as of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year such date and will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitinclude interest.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined 1. It is intended that the Executive is a “specified employee” as defined in provisions of this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”), 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. Notwithstanding the foregoing, the Company shall have no liability with regard to any severance payments and failure to comply with Code Section 409A so long as it has acted in good faith with regard to compliance therewith. 2. 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 shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits to Executive are considered upon or following a termination of employment unless such termination is also a “deferral Separation from Service” within the meaning of compensationCode 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. 4. If Executive is deemed on the date of termination of his employment to be a “specified employee”, within the meaning of that term under Section 409A 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, then: a. With regard to any payment, the providing of any benefit or any distribution of equity upon separation from service that constitutes “Deferred Payments”)deferred compensation” subject to Code Section 409A, such Deferred Payments that are otherwise payable within payment, benefit or distribution shall not be made or provided prior to the earlier 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 six months following the Termination Date will become payable on the first business day of the seventh month following the date of Executive’s Termination DateSeparation from Service or, or if earlier earlier, on the date of the Executive’s his death. In the event that , (x) all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then VIII(H)(4) (whether they would otherwise have been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with or reimbursed to the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment remaining payments and benefits due under this Agreement shall be treated paid or provided in accordance with the normal dates specified from them herein and (y) all distributions of equity delayed pursuant to this Section VIII(H)(4) shall be made to Executive. 5. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as a permitted by Code Section 409A, (i) the right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant benefits shall not be subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, (xii) the amount of expenses eligible for reimbursement reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year, provided that the foregoing clause (yii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the reimbursements for Code solely because such expenses for which are subject to a limit related to the Executive period the arrangement is entitled to be reimbursed in effect and (iii) such payments shall be made on or before the last day of the calendar Executive’s taxable year following the calendar taxable year in which the applicable expense is incurredoccurred. 6. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., and “payment shall be made within thirty (z30) days following the right to date of termination), the actual date of payment or reimbursement or in-kind benefits hereunder may not within the specified period shall be liquidated or exchanged for any other benefitwithin the sole discretion of the Company.

Section 409A of the Code. Notwithstanding anything herein This Agreement is intended in all respects to comply with the contrary, if at the time provisions of Section 409A of the Executive’s termination Code and in particular, those provisions of employment Section 409A dealing with the Company, the Company has determined that the Executive is distributions. This Agreement shall be interpreted and applied in a “specified employee” as defined in manner consistent with Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments ambiguity shall be paid at the time specified resolved in this Section 14(h) without interest. The Company shall consult favor of compliance with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything In the event any payments or benefits pursuant to the contrary herein, except other provisions of this Agreement would result in the imposition on the Executive of any additional taxes or interest pursuant to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning provisions of Section 409A of the Code: (x) Code and final Treasury Regulations, Internal Revenue Service guidance or other provisions of law, the amount of expenses eligible for reimbursement or in-kind such payments shall be appropriately and equitably adjusted in order that the Executive may receive the same economic benefits as provided under this Agreement and in compliance with Section 409A of the Code and without the imposition on the Executive of any additional taxes and interest thereunder. Any payments to the Executive under this Agreement which Section 409A(a)(2)(B)(i) of the Code indicates may not be made before the date which is six months after the date of Executive’s separation from employment service (the “Section 409A Six-Month Waiting Period”) shall not be made during any calendar year will not affect the Section 409A Six-Month Waiting Period but rather shall be delayed and shall be paid upon the expiration of the Section 409A Six-Month Waiting Period. In particular, with respect to severance payments provided for under Section 3(a)(ii) of this Agreement, such severance payments that would otherwise be paid during the Section 409A Six-Month Waiting Period shall be paid in lump sum upon the expiration of the Section 409A Six-Month Waiting Period, together with simple interest on the amount of expenses eligible for reimbursement each deferred payment at the short term applicable federal rate as of the date of termination of employment. For purposes of this Agreement, “termination of employment,” “separation from service” or in-kind benefits provided to similar language means separation from service by the Executive in any other calendar year, (y) from 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged Company for any other benefitreason whatsoever within the meaning of Code Section 409A and Treasury Regulation § 1.409A-1(h).

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the ExecutiveChairman’s termination of employment service with the Company, the Company has determined that the Executive Chairman is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive Chairman are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date termination date will become payable on the first business day of the seventh month following the ExecutiveChairman’s Termination Datetermination date, or if earlier the date of the ExecutiveChairman’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h11(h), then such payments shall be paid at the time specified in this Section 14(h11(h) without interest. The Company shall consult with the Executive Chairman in good faith regarding the implementation of the provisions of this Section 14(h11(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive Chairman with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officersnon-employee directors, will nonetheless be paid to Executive Chairman on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the ExecutiveChairman’s termination of employment service shall refer to ExecutiveChairman’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive Chairman during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive Chairman in any other calendar year, (y) the reimbursements for expenses for which the Executive Chairman 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 (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein to The Company intends that the contrary, if at the time of the Executive’s termination of employment Performance Shares will be exempt from or comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under and this Agreement shall be treated as a right to a series of separate paymentsinterpreted and administered in accordance with such intent. In particular, and references herein to the Executive’s extent required to comply with Section 409A of the Code and notwithstanding any other provision of this Agreement to the contrary: (a) the phrase “termination of employment employment” or words of similar import shall refer to Executive’s mean my “separation of services from service” with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute ; (b) if I am a “deferral specified employee” at the time of compensationmy separation from service with the Company (as determined by the Company in accordance with Section 409A of the Code), then any Performance Shares and related dividend equivalent amount otherwise payable as a result of my separation from service shall be paid within thirty (30) days after the first business day which is at least six (6) months after my separation from service (or if earlier, within 60 days after my death); and (c) any vested Performance Shares and related dividend equivalent amount otherwise payable under Section 13(b) hereof as a result of a Change of Control shall not be paid at such time unless the Change of Control qualifies as a “change in control event” within the meaning of Section 409A of the Code and the Treasury Regulations thereunder and payment at such time is otherwise permitted without the imposition of additional tax under Section 409A of the Code: (x) the , and if payment of Performance Shares that become vested upon a Change of Control is not so permitted, payment of such vested Performance Shares and related dividend equivalent amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before within thirty (30) days after the earlier of the last day of the calendar year following Performance Period or the calendar year in which date of my separation from service (subject to any six-month delay required to comply with Section 409A of the applicable expense Code if I am a specified employee as provided herein). Although the Company will use reasonable efforts to avoid the imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of the Performance Shares is incurrednot warranted or guaranteed. I expressly acknowledge and agree that neither the Company, and (z) the right to payment its subsidiaries nor their respective directors, officers, employees or reimbursement or in-kind benefits hereunder may not advisers shall be liquidated or exchanged held liable for any taxes, interest, penalties or other benefitmonetary amounts owed by me (or any other individual claiming a benefit through me) as a result of this Agreement or the Performance Shares granted hereunder.

Section 409A of the Code. Notwithstanding anything herein to (a) Although the contraryCompany does not guarantee the tax treatment of any particular payment or benefit, if at it is intended that the time provisions of this Agreement provide for payments or benefits that either comply with, or are exempt from, Section 409A of the Executive’s Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), 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. (b) A termination of employment with shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Companypayment 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 Code Section 409A 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 Employee is deemed on the Company has determined that the Executive is date of 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, then with regard to any payment or the providing of any benefit made subject to this Section 17(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 in Section 409A herein) , such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the Code six-month period measured from the date of Employee’s “separation from service” and any severance payments and benefits to Executive are considered a “deferral (ii) the date of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within Employee’s death. On the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executivedate of Employee’s Termination Date“separation from service” or, or if earlier earlier, on the date of the Executive’s his death. In the event that , all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then 17(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified or reimbursed to Employee in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment remaining payments and benefits due under this Agreement shall be treated as a right to a series paid or provided in accordance with the normal payment dates specified for them herein. For purposes of separate paymentsthis Agreement, and references herein to the Executive“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 shall refer to Executive’s separation of services with occurs; and (ii) the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or inmaximum amount that may be taken into account under a tax-kind benefit provided qualified plan pursuant to this Agreement does not constitute a “deferral of compensation” within Code Section 401(a)(17) for the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitEmployee terminates employment.

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 anything herein any provision in this Agreement to the contrary, if at the time Employee is deemed on the date of the ExecutiveEmployee’s termination of employment with the Company, the Company has determined that the Executive is separation from service to be a “specified employee” as defined 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 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 and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”409A(a)(2)(B), such Deferred Payments that are otherwise payable within payment or benefit shall not be made or provided to the Employee prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s separation from service, and (ii) the date of the Employee’s death. On the first six months following the Termination Date will become payable on the first business day of the seventh (7th) month following the Executive’s Termination Date, or if earlier the date of the ExecutiveEmployee’s separation from service or, if earlier, on the date of the Employee’s death. In the event that , all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then such payments 20 shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability reimbursed to the Executive with respect thereto. Any amount under this Agreement that satisfies Employee in a lump sum, and any remaining payments and benefits due to the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments Employee under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services paid or provided in accordance with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary normal payment dates specified for them herein, except to . (c) To the extent any expensereimbursement 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 benefit provided pursuant benefits is not subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, and (xii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year. (d) If under this Agreement, (y) the reimbursements for expenses for which the Executive any amount is entitled to be reimbursed paid in two (2) or more installments, each such installment shall be made on or before the last day treated as a separate payment for purposes of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.Section 409A.

Section 409A of the Code. a. Although the Company does not guarantee the tax treatment of any payments under the Agreement, the intent of the Parties is that the payments and benefits under this Agreement be exempt from, or comply with, Section 409A of the Code and all Treasury Regulations and guidance promulgated thereunder (“Code Section 409A”) and to the maximum extent permitted the Agreement shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company or its affiliates or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. b. Notwithstanding anything herein any other provision of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation” under Code Section 409A, such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year. c. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the sole discretion of the Company. d. Notwithstanding any other provision of this Agreement to the contrary, if at the time of the Executive’s termination of employment with the Companyseparation from service (as defined in Code Section 409A), the Company has determined that the Executive is a “specified employee” as defined in Specified Employee”, then the Company will defer the payment or commencement of any nonqualified deferred compensation subject to Code Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six (6) months following separation from service or, if earlier, the earliest other date as is permitted under Code Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the Code and any severance payments and benefits to six (6) month period or such shorter period, if applicable). Executive are considered will be a “deferral Specified Employee” for purposes of compensation” under Section 409A of the Code (the “Deferred Payments”)this Agreement if, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In separation from service, Executive is an individual who is, under the event that payments under this Agreement are deferred pursuant method of determination adopted by the Company designated as, or within the category of employees deemed to this be, a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 14(h1.409A-1(i), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with determine in its sole discretion all matters relating to who is a “Specified Employee” and the Executive in good faith regarding the implementation application of and effects of the provisions of change in such determination. e. Notwithstanding anything in this Section 14(h) provided, that neither the Company nor any of its employees Agreement or representatives shall have any liability elsewhere to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officerscontrary, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer not be deemed to Executive’s separation have occurred for purposes of services with the Company within the meaning any provision of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not providing for the payment of any amounts or benefits that constitute a “deferral of non-qualified deferred compensation” within the meaning of Code Section 409A upon or following a termination of the Code: (x) Executive’s employment unless such termination is also a “separation from service” within the amount meaning of expenses eligible Code Section 409A and, for reimbursement purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or in-kind benefits provided to like terms shall mean “separation from service” and the Executive during any calendar year will not affect the amount date of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed such separation from service shall be made on or before the last day date of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to termination for purposes of any such payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitbenefits.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time The Company intends that each Award of the Executive’s termination of employment Performance Shares will be exempt from or comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under and this Award Agreement shall be treated as a right to a series of separate paymentsinterpreted and administered in accordance with such intent. In particular, and references herein notwithstanding any other provision of this Award Agreement to the Executive’s contrary: (a) the phrase “termination of employment or other service” or words of similar import shall refer to Executivemean the Grantee’s “separation of services from service” with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to ; (b) if the contrary hereinGrantee is a “specified employee” at the time of his or her “separation from service” with the Company (as determined by the Company in accordance with Section 409A of the Code), except then, to the extent necessary to comply with Section 409A of the Code, any expensePerformance Shares otherwise payable as a result of the Grantee’s separation from service shall be paid within thirty (30) days after the first business day which is at least six (6) months after the Grantee’s separation from service (or if earlier, reimbursement or in-kind benefit provided pursuant within 70 days after the Grantee’s death); and (c) to this Agreement does the extent required to comply with Section 409A of the Code, any Performance Shares otherwise payable as a result of a Change in Control shall not constitute be paid at such time unless the Change in Control qualifies as a “deferral of compensationchange in control event” within the meaning of Section 409A of the Code: Code and the Treasury Regulations thereunder and payment at such time is otherwise permitted without the imposition of additional tax under Section 409A of the Code (x) the amount and if payment of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year Performance Shares that become vested upon a Change in Control is not so permitted, payment of such vested Performance Shares will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day earlier of the calendar year following Vesting Date or within 70 days after the calendar year in which Grantee’s separation from service (subject to any six-month delay required for a specified employee as provided herein)). Although the applicable expense Company will use reasonable efforts to avoid the imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of the Performance Shares is incurrednot warranted or guaranteed. Neither the Company, and (z) the right to payment its Subsidiaries nor their respective directors, officers, employees or reimbursement or in-kind benefits hereunder may not advisers shall be liquidated or exchanged held liable for any taxes, interest, penalties or other benefitmonetary amounts owed by the Grantee (or any other individual claiming a benefit through the Grantee) as a result of this Award Agreement or the Performance Shares granted hereunder.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time The Company intends that each Award of the Executive’s termination of employment Deferred Share Units will comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under and this Award Agreement shall be treated interpreted and administered in accordance with such intent. In particular, and notwithstanding any other provision of this Award Agreement to the contrary: (a) the phrase “termination of services as a right to a series Director” or words of separate payments, and references herein to similar import shall mean the ExecutiveGrantee’s termination of employment shall refer to Executive’s “separation of services from service” with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to ; (b) if the contrary hereinGrantee is a “specified employee” at the time of his or her “separation from service” with the Company (as determined by the Company in accordance with Section 409A of the Code), except then, to the extent necessary to comply with Section 409A of the Code, Deferred Share Units otherwise payable as a result of the Grantee’s separation from service shall be paid within thirty (30) days after the first business day which is at least six (6) months after the Grantee’s separation from service (or if earlier, within 30 days after the Grantee’s death); and (c) any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does Deferred Share Units otherwise payable as a result of a Change in Control shall not constitute be paid at such time unless the Change in Control qualifies as a “deferral of compensationchange in control event” within the meaning of Section 409A of the Code and the Treasury Regulations thereunder. Although the Company will use reasonable efforts to avoid the imposition of taxation, interest and penalties under Section 409A of the Code: , the tax treatment of the Deferred Share Units is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Grantee (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (yindividual claiming a benefit through the Grantee) as a result of this Award Agreement or 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitDeferred Share Units granted hereunder.

Section 409A of the Code. a. Notwithstanding anything herein any other provision of this Offer Letter to the contrary, if at the time any amount (including imputed income) to be paid to you pursuant to this Offer Letter as a result of the Executive’s your termination of employment is “deferred compensation” subject to Section 409A of the Code, and 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 extent necessary to avoid the imposition of excise taxes or other penalties under Section 409A of the Code, 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 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 the Companyterms of this Section 6.a 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 is “deferred compensation” under Section 409A of the Code, the Company has determined that the Executive is any termination of employment triggering payment of such benefits must constitute a “specified employeeseparation from service” as defined in under Section 409A of the Code and any severance payments and before distribution of such benefits to Executive are considered can commence. To the extent that the termination of your employment does not constitute a “deferral separation from service” under Section 409A of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment terminates), any benefits payable under this Offer Letter that constitute “deferred compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier shall be delayed until after the date of a subsequent event constituting a “separation from service” under Section 409A of the Executive’s deathCode. In For purposes of clarification, this Section 7.b shall not 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 event that payments and benefits provided under this Agreement are deferred pursuant to this Section 14(h), then such payments Offer Letter shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the treated as a separate “short-term deferralpayment” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, . Neither the Company nor you shall have the right to a series accelerate or defer the delivery of installment any such payments under this Agreement or benefits except to the extent specifically permitted or required by Section 409A of the Code. d. This Offer Letter shall be treated as interpreted and at all times administered in a right to a series manner that avoids the inclusion of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of compensation in income under Section 409A of the Code. Notwithstanding anything to Any provision inconsistent with Section 409A of the contrary hereinCode shall be read out of the Offer Letter. For purposes of clarification, except to this Section 7.d shall be a rule of construction and interpretation and nothing in this Section 7.d shall cause a forfeiture of benefits on the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement part of you. You acknowledge and agree that the Company does not constitute a “deferral of compensation” within guarantee the meaning of 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: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein (a) This Agreement is intended to the contrarycomply with, if at the time of the Executive’s termination of employment with the Companyor be exempt from, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and will be interpreted accordingly. Notwithstanding anything in this Agreement ​ to the contrary, any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments references under this Agreement are deferred pursuant to this Section 14(h)the termination of Executive’s appointment as an officer of the Company, then such payments or “Termination Date” shall be paid at deemed to refer to the time specified in this Section 14(h) without interestdate upon which Executive has experienced a Separation from Service. The Company shall consult with It is the Executive in good faith regarding the implementation intent of the provisions of this Section 14(h) provided, Parties that neither the Company nor any of its employees all compensation and benefits payable or representatives shall have any liability provided to the Executive with respect thereto. Any amount (whether under this Agreement that satisfies or otherwise) shall fully comply with the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Accordingly, Company agrees that it will not, without Executive’s prior written consent, take any action inconsistent with this Agreement that would result in the imposition of tax, interest and/or penalties upon Executive under Section 409A of the Code. ​ (b) Notwithstanding anything any provision in this Agreement or elsewhere to the contrary hereincontrary, except if upon a termination of employment Executive is deemed to be a “specified employee” within the extent meaning of Section 409A using the identification methodology selected by Company from time to time, or if none, the default methodology under Section 409A, any expense, reimbursement payments or in-kind benefit provided pursuant to this Agreement does not constitute benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A shall be delayed and paid or provided (or commence, in the case of installments) on the first payroll date on or following the earlier of (i) the date which is six (6) months and one (1) day after Executive’s termination of employment for any reason other than death (the “Delayed Payment Date”), and (ii) the date of Executive’s death, and any remaining payments and benefits shall be paid or provided in accordance with the normal payment dates specified for such payment or benefit; provided, that, payments or benefits that qualify as short-term deferral (within the meaning of Section 409A and Final Treasury Regulations Section 1.409A-1(b)(4)) or involuntary separation pay (within the meaning of Section 409A and Final Treasury Regulations Section 1.409A-1(b)(9)(iii)(A)) and are otherwise permissible under Section 409A and the Final Treasury Regulations, shall not be subject to such six-month delay. On the Delayed Payment Date, Company will pay to Executive a lump sum equal to all amounts that would have been paid during the period of the Code: (x) delay if the delay were not required plus interest on such amount at a rate equal to the short-term applicable federal rate then in effect, and will thereafter continue to pay Executive the Severance Payment in installments in accordance with this Section. Additionally, to the extent that Executive’s receipt of expenses eligible for reimbursement or any in-kind benefits provided from Company or its Affiliates must be delayed pursuant to this Section 6(b), Executive may elect to instead purchase and receive such benefits during the period in which the provision of benefits would otherwise be delayed by paying Company or its Affiliates, as applicable, for the fair market value of such benefits (as determined by Company in good faith) during such period. Any amounts paid by the Company pursuant to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to preceding sentence shall be reimbursed to Executive (with interest thereon) as described above on the date that is six (6) months following Executive’s Separation From Service. ​ (c) Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code. (d) To the extent that any payment hereunder is subject to Section 409A of the Code and may be payable in one of two calendar years, payment shall be made on in the later year. ​ ​ (e) In the event that either Executive or before the last day Company’s senior management becomes aware that any provision of this Agreement violates Section 409A of the calendar year following Code, the calendar year Parties will meet and confer regarding such issues and will engage in which good faith discussions regarding whether and how the applicable expense is incurredAgreement can be modified so as to minimize the likelihood of a Section 409A violation while providing Executive with financial terms substantially commensurate to those set forth in this Agreement. ​ (f) Notwithstanding the foregoing, the Company and (z) the right Partnership make no representations or warranties and will have no liability to payment Executive or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but not to satisfy the conditions of Section 409A of the Code. ​

Section 409A of the Code. (a) The compensation and benefits under this Agreement are intended to comply with or be exempt from the requirements of Section 409A of the Code, and this Agreement will be interpreted and administered in a manner consistent with that intent. The preceding provision, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive Officer under this Agreement. The Company shall not be liable to the Executive Officer if any payment made under this Agreement that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. (b) References to “termination of employment” and similar terms used in this Agreement mean, to the extent necessary to comply with Section 409A of the Code, the date that the Executive Officer first incurs a “separation from service” within the meaning of Section 409A of the Code. Each payment under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code. (c) The bonus referred to Section 4(b) of this Agreement shall be paid on a timely basis upon official close of the fiscal year, but in no event later than March 15th of the year following the year over which the bonus is earned. (d) To the extent any reimbursement provided under this Agreement is includable in the Executive Officer’s income, such reimbursements shall be paid to the Executive Officer not later than December 31st of the year following the year in which the Executive Officer incurs the expense and the amount of reimbursable expenses provided in one year shall not increase or decrease the amount of reimbursable expenses to be provided in a subsequent year. (e) Notwithstanding anything herein in this Agreement to the contrary, if at the time of the ExecutiveExecutive Officer’s termination of employment separation from service with the Company, the Company has determined that the Executive Officer is a “specified employee” as defined in Section 409A of the Code Code, and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payment payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred as a result of such separation from service is required to be delayed by six months pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, then the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to Company will make such payment on the Executive’s termination of employment shall refer to Executivedate that is six months following the Executive Officer’s separation of services from service with the Company within Company. The amount of such payment will equal the meaning of Section 409A sum of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided payments that would have been paid to the Executive Officer during any calendar year the six-month period immediately following the Executive Officer’s separation from service had the payment commenced as of such date and will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitinclude interest.

Section 409A of the Code. Notwithstanding anything herein any provision to the contrarycontrary in this Agreement, if at the time Employee is deemed on the date of his “separation from service” (within the Executive’s termination meaning of employment Treas. Reg. Section 1.409A-1(h)) with the Company, the Company has determined that the Executive is to be a “specified employee” as defined in (within the meaning of Treas. Reg. Section 409A of the Code and 1.409A-1(i)), then with regard to any severance payments and benefits payment or benefit (including, without limitation, any mortgage assistance payment or loan forgiveness referred to Executive are above) that is considered a “deferral of compensation” deferred compensation under Section 409A of the Code payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Deferred Payments”after taking into account any applicable exceptions to such requirement), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment or benefit shall be made or provided on the first business day date that is the earlier of (i) the expiration of the seventh month following the Executive’s Termination Date, or if earlier six (6)-month period measured from the date of the ExecutiveEmployee’s death“separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). In Upon the event that expiration of the Delay Period, all payments under this Agreement are deferred and benefits delayed pursuant to this Section 14(h), then 4(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability reimbursed to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth Employee in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment lump sum and any remaining payments and benefits due under this Agreement shall be treated as a right to a series paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of separate payments, and references herein this Agreement to the Executive’s contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment shall refer employment, references to Executivethe Employee’s separation “termination of services employment” (and corollary terms) with the Company shall be construed to refer to Employee’s “separation from service” (within the meaning of Treas. Reg. Section 409A of 1.409A-1(h)) with the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitCompany.

Section 409A of the Code. Notwithstanding anything herein 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 contrarymaximum extent permitted, if at the time of the this Agreement shall be construed and interpreted in accordance with such intent. Executive’s termination of employment with (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 Companymeaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (a) Notwithstanding any provision to the contrary in this Agreement, the Company has determined that the if Executive is deemed on the date of Executive’s termination to be a “specified employee” as defined 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 and the regulations issued thereunder that is payable due to Executive’s separation from service, to the extent required to be delayed in compliance with Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”409A(a)(2)(B), such Deferred Payments that are otherwise payable within payment or benefit shall not be made or provided to Executive prior to the earlier 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 six months following the Termination Date will become payable on the first business day of the seventh month following the date of Executive’s Termination Dateseparation from service or, or if earlier earlier, on the date of the Executive’s death. In the event that , all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then such payments 16(a) shall be paid or reimbursed to Executive in a lump sum plus interest credited from the date of Executive’s separation from service to the date of payment at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferralapplicable federal rate” rule set forth provided for in Section 1.409A-1(b)(47872(f)(2)(A) of the Treasury Regulations will not constitute Deferred Payments for purposes Code in effect as of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officersthe date of such separation from service, will nonetheless be paid and any remaining payments and benefits due to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services paid or provided in accordance with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary normal payment dates specified for them herein, except to . (b) To the extent any expensereimbursement of costs and expenses provided for under this Agreement constitutes taxable income to Executive for Federal income tax purposes, such reimbursements shall be made no 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 benefit provided pursuant benefits is not subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, (xii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year, (y) . Any tax gross-ups provided for under this Agreement shall in no event be paid to Executive later than the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day December 31 of the calendar year following the calendar year in which the applicable expense taxes subject to gross-up are incurred or paid by Executive. (c) If any amount under this Agreement is incurredto be paid in two or more installments, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not for purposes of Code Section 409A each installment shall be liquidated or exchanged for any other benefittreated as a separate payment.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment It is intended that this Agreement will comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code (and any severance payments regulations and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code guidelines issued thereunder) (the “Deferred PaymentsCode”), such Deferred Payments that are otherwise payable within ) to the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under extent this Agreement are deferred pursuant to is subject thereto, and this Section 14(h), then such payments Agreement shall be paid at the time specified in this Section 14(h) without interestinterpreted on a basis consistent with such intent. The Company shall consult with the Executive in good faith regarding the implementation of the provisions If an amendment of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability Agreement is necessary in order for it to the Executive comply with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right parties hereto will negotiate in good faith to a series of installment payments under amend this Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure by Company in good faith to act, pursuant to this Section 6.14, shall be treated as a right subject Company to a series of separate paymentsany claim, liability, or expense, and references herein Company shall not have any obligation to indemnify or otherwise protect Executive from the Executive’s termination of employment shall refer obligation to Executive’s separation of services with the Company within the meaning of pay any taxes pursuant to Section 409A of the Code. Notwithstanding anything In addition, notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Delayed Payments”), such payment shall not be made prior to the earlier of (i) the expiration of the six-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, except to the extent necessary to comply with Section 409A of the Code, 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 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 that any expense, reimbursement or in-kind benefit provided pursuant to under this Agreement does not constitute 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 409A of the Code: , (xi) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any benefit in one calendar year will may not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive benefit in any other calendar year, (yii) the reimbursements right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for expenses for which another benefit, and (iii) subject to any shorter time periods provided herein or in the Executive is entitled to be reimbursed shall expense reimbursement policies of Company, any such reimbursement of an expense or in-kind benefit must be made on or before the last day of the calendar year following the calendar year in which the applicable expense is was incurred. If the Release Period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover Release Period”), then any severance payments contingent upon a release and (z) that would otherwise occur during the right to payment or reimbursement or in-kind benefits hereunder may not portion of the Crossover Release Period that falls within the first year will be liquidated or exchanged for any other benefitdelayed and paid in a lump sum during the portion of the Crossover Release Period that falls within the second year.

Section 409A of the Code. 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 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 the regulations and other guidance promulgated thereunder. Notwithstanding anything herein any provision in this Agreement to the contrary, if at the time Executive is deemed on the date of the Executive’s termination of employment with the Company, the Company has determined that the Executive is separation from service to be a “specified employee” as defined 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 any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Executive’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 Executive prior to the earlier of (i) the expiration of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A six (6)-month period measured from the date of the Code Executive’s separation from service, and (ii) the date of the Executive’s death (the “Deferred PaymentsDelay Period”), such Deferred Payments that are otherwise payable within . On the first six months following the Termination Date will become payable on the first business day of the seventh month following the date of the Executive’s Termination Dateseparation from service or, or if earlier earlier, on the date of the Executive’s death. In the event that , all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then such payments 19 shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with or reimbursed to the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability remaining payments and benefits due to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services paid or provided in accordance with the Company within the meaning of Section 409A of the Codenormal payment dates specified for them herein. Notwithstanding anything to the contrary herein, except to To the extent any expensereimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7.C) provided for under this Agreement constitutes taxable income to the Executive for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the 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 benefit provided pursuant benefits is not subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, and (xii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year. If under this Agreement, (y) the reimbursements for expenses for which the Executive any amount is entitled to be reimbursed paid in two or more installments, each such installment shall be made on or before the last day treated as a separate payment for purposes of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.Section 409A.

Section 409A of the Code. (a) Notwithstanding anything herein any provision of this Plan to the contrary, if at all Awards made under this Plan are intended to be exempt from or, in the time alternative, comply with Section 409A of the Executive’s termination Code and the authoritative guidance thereunder, including the exceptions for stock rights and short-term deferrals. The Plan shall be construed and interpreted in accordance with such intent. Each payment under an Award shall be treated as a separate payment for purposes of employment with Section 409A of the Company, the Company has determined that the Executive Code. (b) If a Holder is a “specified employee” (as such term is defined in for purposes of Section 409A of the Code) at the time of his termination of service, no amount that is nonqualified deferred compensation subject to Section 409A of the Code and any severance payments and benefits that becomes payable by reason of such termination of service shall be paid to Executive are considered a “deferral of compensation” under Section 409A the Holder (or in the event of the Code Holder’s death, the Holder’s representative or estate) before the earlier of (the “Deferred Payments”), such Deferred Payments that are otherwise payable within x) the first business day after the date that is six months following the Termination Date will become payable on the first business day date of the seventh month Holder’s termination of service, and (y) within 30 days following the Executive’s Termination Date, or if earlier the date of the ExecutiveHolder’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series termination of installment payments under this Agreement service shall be treated as deemed to occur only if it is a right to a series “separation from service” within the meaning of separate paymentsSection 409A of the Code, and references herein in the Plan and any Award Agreement to the Executive’s “termination of employment service” or similar terms shall refer mean a “separation from service.” If any Award is or becomes subject to ExecutiveSection 409A of the Code, unless the applicable Award Agreement provides otherwise, such Award shall be payable upon the Holder’s “separation of services with the Company from service” within the meaning of Section 409A of the Code. Notwithstanding anything If any Award is or becomes subject to Section 409A of the contrary hereinCode and if payment of such Award would be accelerated or otherwise triggered under a Change of Control, except then the definition of Change of Control shall be deemed modified, only to the extent necessary to avoid the imposition of any expenseadditional tax under Section 409A of the Code, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute mean a “deferral of compensationchange in control event” within the meaning as such term is defined for purposes of Section 409A of the Code: . (c) Any adjustments made pursuant to Article XV to Awards that are subject to Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code, and any adjustments made pursuant to Article XV to Awards that are not subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustment, the Awards either (x) continue not to be subject to Section 409A of the amount of expenses eligible for reimbursement Code or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) comply with the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day requirements of Section 409A of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitCode.

Section 409A of the Code. a. Notwithstanding anything herein any other provision of this Offer Letter to the contrary, if at the time any amount (including imputed income) to be paid to you pursuant to this Offer Letter as a result of the Executive’s your termination of employment is “deferred compensation” subject to Section 409A of the Code, and 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 extent necessary to avoid the imposition of excise taxes or other penalties under Section 409A of the Code, 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 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 the Companyterms of this Section 6.a. 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, the Company has determined that the Executive is any termination of employment triggering payment of such benefits must constitute a “specified employeeseparation from service” as defined in under Section 409A of the Code and any severance payments and before distribution of such benefits to Executive are considered can commence. To the extent that the termination of your employment does not constitute a “deferral separation from service” under Section 409A of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment terminates), any benefits payable under this Offer Letter that constitute “deferred compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier shall be delayed until after the date of a subsequent event constituting a “separation from service” under Section 409A of the Executive’s deathCode. In For purposes of clarification, this Section 6.b. shall not 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 event that payments and benefits provided under this Agreement are deferred pursuant to this Section 14(h), then such payments Offer Letter shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the treated as a separate “short-term deferralpayment” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, . Neither the Company nor you shall have the right to a series accelerate or defer the delivery of installment any such payments under this Agreement or benefits except to the extent specifically permitted or required by Section 409A of the Code. d. This Offer Letter shall be treated as interpreted and at all times administered in a right to a series manner that avoids the inclusion of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of compensation in income under Section 409A of the Code. Notwithstanding anything to Any provision inconsistent with Section 409A of the contrary hereinCode shall be read out of the Offer Letter. For purposes of clarification, except to 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 extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement part of you. You acknowledge and agree that the Company does not constitute a “deferral of compensation” within guarantee the meaning of 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: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein (a) This Stock Award shall be administered, interpreted, and construed in a manner that does not result in the imposition on the Awardee of any additional tax, penalty, or interest under Section 409A of the Code. The preceding provision, however, shall not be construed as a guarantee any particular tax effect and the Company shall not be liable to the contraryAwardee any payment made under this Stock Award that is determined to result in an additional tax, if at the time penalty, or interest under Section 409A of the Executive’s termination Code, nor for reporting in good faith any payment made under any Award as an amount includible in gross income under Section 409A of employment with the CompanyCode. (b) “Termination of employment,” “resignation,” or words of similar import, as used in this Stock Award means for purposes of payments under this Award that are payments of deferred compensation subject to Section 409A of the Code, the Company has determined that the Executive is a Awardee’s “specified employeeseparation from service” as defined in Section 409A of the Code and Code. (c) To the extent any severance payments and benefits payment or settlement that is a payment of deferred compensation subject to Executive are considered a “deferral of compensation” under Section 409A of the Code (is contingent upon a “change in control,” such payment or settlement shall only occur if the “Deferred Payments”), such Deferred Payments that are otherwise payable within event giving rise to the first six months following the Termination Date will become payable on the first business day change in control would also constitute a change in ownership or effective control of the seventh month following the Executive’s Termination DateCompany, or if earlier a change in the date ownership of a substantial portion of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation assets of the provisions of this Section 14(h) providedCompany, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to The vesting of any Award shall not be affected by the contrary herein, except to preceding sentence. (d) If a payment obligation under this Stock Award arises on account of the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute Awardee’s separation from service while the Awardee is a “deferral of compensationspecified employee” within the meaning of (as defined in Section 409A of the Code: ), any payment of “deferred compensation” (x) the amount of expenses eligible for reimbursement or in-kind benefits provided as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive exemptions in any other calendar year, Treasury Regulation Sections 1.409A-1(b)(3) through (yb)(12)) the reimbursements for expenses for which the Executive that is entitled scheduled to be reimbursed paid within six (6) months after such separation from service shall accrue without interest and shall be made on or before paid within 15 days after the last day end of the calendar year following six-month period beginning on the calendar year in which the applicable expense is incurreddate of such separation from service or, and (z) the right to payment if earlier, within 15 days after his or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefither death.

Section 409A of the Code. 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 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 the regulations and other guidance promulgated thereunder. Notwithstanding anything herein any provision in this Agreement to the contrary, if at the time Executive is deemed on the date of the Executive’s termination of employment with the Company, the Company has determined that the Executive is separation from service to be a “specified employee” as defined 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 any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Executive’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 Executive prior to the earlier of (i) the expiration of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A six (6)-month period measured from the date of the Code Executive’s separation from service, and (ii) the date of the Executive’s death (the “Deferred PaymentsDelay Period”), such Deferred Payments that are otherwise payable within . On the first six months following the Termination Date will become payable on the first business day of the seventh month following the date of the Executive’s Termination Dateseparation from service or, or if earlier earlier, on the date of the Executive’s death. In the event that , all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then such payments 13 shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with or reimbursed to the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability remaining payments and benefits due to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services paid or provided in accordance with the Company within the meaning of Section 409A of the Codenormal payment dates specified for them herein. Notwithstanding anything to the contrary herein, except to To the extent any expensereimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)) provided for under this Agreement constitutes taxable income to the Executive for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the 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 benefit provided pursuant benefits is not subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, and (xii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year. If under this Agreement, (y) the reimbursements for expenses for which the Executive any amount is entitled to be reimbursed paid in two or more installments, each such installment shall be made on or before the last day treated as a separate payment for purposes of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.Section 409A.

Section 409A of the Code. Notwithstanding anything herein (a) To the extent (i) any payments to the contrarywhich Executive becomes entitled under this Agreement, if at the time of the or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the Company, Company constitute deferred compensation subject to Section 409A of the Company has determined that the Code; (ii) Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (iii) at the time of Executive’s separation from service the Company is publicly traded (as defined in Section 409A of the Code and Code), then such payments (other than any severance payments and benefits to Executive are considered a “deferral of compensation” under permitted by Section 409A of the Code to be paid within six (6) months of Executive’s separation from service) shall not be made until the “Deferred Payments”), such Deferred Payments that are otherwise payable within earlier of (x) the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, separation from service or if earlier (y) the date of the Executive’s deathdeath following such separation from service. In the event During any period that payment or payments under this Agreement to Executive are deferred pursuant to this Section 14(h)the foregoing, then such payments Executive shall be paid entitled to interest on the deferred payment or payments at a per annum rate equal to the time specified in this Section 14(hhighest rate of interest applicable to six (6) without interest. The Company shall consult with month money market accounts offered by the Executive in good faith regarding following institutions: Citibank N.A., ▇▇▇▇▇ Fargo Bank, N.A., or Bank of America, on the implementation date of such “separation from service.” Upon the expiration of the provisions applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 14(h13 (together with accrued interest thereon) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th Executive’s beneficiary in one lump sum. (b) It is intended that this Agreement comply with or be exempt from the provisions of Section 409A of the year following Code and the year when Treasury Regulations and guidance of general applicability issued thereunder so as to not subject Executive to the payment is no longer subject to a substantial risk of forfeiture. For purposes of additional interest and taxes under Section 409A of the Code, the right to a series and in furtherance of installment payments under this intent, this Agreement shall be treated as interpreted, operated and administered in a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services manner consistent with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitthese intentions.

Section 409A of the Code. Notwithstanding anything herein (a) To the extent (i) any payments to the contrarywhich Executive becomes entitled under this Agreement, if at the time of the or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the Company, Company constitute deferred compensation subject to Section 409A of the Company has determined that the Code; (ii) Executive is deemed at the time of Executive’s separation from service to be a “specified employee” under Section 409A of the Code; and (iii) at the time of Executive’s separation from service the Company is publicly traded (as defined in Section 409A of the Code and Code), then such payments (other than any severance payments and benefits to Executive are considered a “deferral of compensation” under permitted by Section 409A of the Code to be paid within six (6) months of Executive’s separation from service) shall not be made until the “Deferred Payments”), such Deferred Payments that are otherwise payable within earlier of (x) the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, separation from service or if earlier (y) the date of the Executive’s deathdeath following such separation from service. In the event During any period that payment or payments under this Agreement to Executive are deferred pursuant to this Section 14(h)the foregoing, then such payments Executive shall be paid entitled to interest on the deferred payment or payments at a per annum rate equal to the time specified in this Section 14(hhighest rate of interest applicable to six (6) without interest. The Company shall consult with month money market accounts offered by the Executive in good faith regarding following institutions: Citibank N.A., ▇▇▇▇▇ Fargo Bank, NA., or Bank of America, on the implementation date of such “separation from service.” Upon the expiration of the provisions applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 14(h13 (together with accrued interest thereon) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th Executive’s beneficiary hi one lump sum. (b) It is intended that this Agreement comply with or be exempt from the provisions of Section 409A of the year following Code and the year when Treasury Regulations and guidance of general applicability issued thereunder so as to not subject Executive to the payment is no longer subject to a substantial risk of forfeiture. For purposes of additional interest and taxes under Section 409A of the Code, the right to a series and in furtherance of installment payments under this intent, this Agreement shall be treated as interpreted, operated and administered in a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services manner consistent with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitthese intentions.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment It is intended that this Agreement will comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (and any regulations and guidelines issued thereunder) to the “Deferred Payments”)extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day intent. If an amendment of the seventh month following Agreement is necessary in order for it to comply with Section 409A, the Executive’s Termination Date, or if earlier parties hereto will negotiate in good faith to amend the date Agreement in a manner that preserves the original intent of the Executive’s deathparties to the extent reasonably possible. In the event that payments under this Agreement are deferred No action or failure by Company in good faith to act, pursuant to this Section 14(h)7.14, then such payments shall be paid at the time specified in this Section 14(h) without interest. The subject Company to any claim, liability, or expense, and Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall not have any liability obligation to indemnify or otherwise protect Executive from the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made obligation to other executive officers, will nonetheless be paid pay any taxes pursuant to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything In addition, notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-l(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Delayed Payments”), such payment shall not be made prior to the earlier 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 all purposes under this Agreement, except 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-l(h), as uniformly applied by Company) with Company. In addition, to the extent that any expense, reimbursement or in-kind benefit provided pursuant to under this Agreement does not constitute 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 409A of the Code: , (xi) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any benefit in one calendar year will may not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive benefit in any other calendar yearyear (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (yii) the reimbursements right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for expenses for which the Executive is entitled another benefit, and (iii) subject to be reimbursed shall any shorter time periods provided herein, any such reimbursement of an expense or in-kind benefit must be made on or before the last day of the calendar year following the calendar year in which the applicable expense is was incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein This Agreement and the Award are intended to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, be exempt from or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies meet the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement as applicable, and shall be treated as interpreted and construed consistent with that intent and each settlement hereunder shall be considered a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning payment for purposes of Section 409A of the Code. Notwithstanding anything to the contrary hereinany other provisions of this Agreement, except to the extent that the right to any expenseissuance of Shares or payment to Grantee hereunder provides for non-qualified deferred compensation within the meaning of Section 409A(d)(1) of the Code that is subject to Section 409A of the Code, reimbursement the issuance or in-kind benefit provided pursuant to this Agreement does not constitute payment shall be made in accordance with the following: If Grantee is a “deferral of compensationspecified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of Grantee’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code (the “Separation Date”), then no such issuance of Shares or payment shall be made during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of Grantee’s death, if the earlier making of such issuance of Shares or payment would result in tax penalties being imposed on Grantee under Section 409A of the Code: (x) the . The amount of expenses eligible for reimbursement any issuance of Shares or in-kind benefits provided to the Executive payment that would otherwise be made during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed this period shall instead be made on the first business day following the date that is six months following the Separation Date or, if earlier, the date of Grantee’s death. If the Grantee is subject to an employment or before other agreement that specifies a time and form of payment that differs from the last day time and form of payment set forth in Exhibit B, then this Award shall be settled in accordance with such employment or other agreement to the extent required to comply with Section 409A of the calendar year following Code in a manner permissible under the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitPlan.

Section 409A of the Code. Notwithstanding anything It is the intention of the parties to this Agreement that no payment or 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 interpretative guidance thereunder, including that issued after the date hereof (collectively, “Section 409A”). The Agreement shall be interpreted to that end and, consistent with that objective and notwithstanding any provision herein to the contrary, Executive and the Company agree to amend this Agreement in order to avoid, if at practicable, the time application of such taxes or interest under Section 409A and in a manner to preserve the economic benefits of this Agreement from Executive’s termination of employment with perspective at no additional cost to the Company. Further, the Company has determined 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. Notwithstanding any other provision herein, if the Executive is a “specified employee” (as defined in in, and pursuant to, Treasury Regulation 1.409A-1(i)) on the date of termination, no payment of compensation under this Agreement shall be 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 409A. If any payment to the Code and any severance payments and benefits Executive is delayed pursuant to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”)foregoing sentence, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment instead shall be made on the first business day following the expiration of the seventh six-month following period referred to in the Executive’s Termination Dateprior sentence. Moreover, or if earlier the date of the Executive’s death. In in the event that payments under this Agreement are deferred the Executive is required to execute a Release, no amount payable pursuant to this Section 14(h), then such payments 12 that is subject to Section 409A shall be paid at prior to the time specified in this Section 14(h) expiration of the revocation period without interestregard to whether the Executive waives such revocation right prior to the expiration of such period. The Although the Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided26, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount to any additional taxes that the Executive may be subject to in the event that any amounts under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in are determined to violate Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.409A.

Section 409A of the Code. 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 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 the regulations and other guidance promulgated thereunder. Notwithstanding anything herein any provision in this Agreement to the contrary, if at the time Executive is deemed on the date of the Executive’s termination of employment with the Company, the Company has determined that the Executive is separation from service to be a “specified employee” as defined 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 Executive’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 Executive prior to the earlier of (i) the expiration of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A six (6)-month period measured from the date of the Code Executive’s separation from service, and (ii) the date of the Executive’s death (the “Deferred PaymentsDelay Period”), such Deferred Payments that are otherwise payable within . On the first six months following the Termination Date will become payable on the first business day of the seventh month following the date of the Executive’s Termination Dateseparation from service or, or if earlier earlier, on the date of the Executive’s death. In the event that , all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then such payments 19 shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with or reimbursed to the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability remaining payments and benefits due to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services paid or provided in accordance with the Company within the meaning of Section 409A of the Codenormal payment dates specified for them herein. Notwithstanding anything to the contrary herein, except to To the extent any expensereimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(v)) provided for under this Agreement constitutes taxable income to the Executive for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the 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 benefit provided pursuant benefits is not subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, and (xii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year. If under this Agreement, (y) the reimbursements for expenses for which the Executive any amount is entitled to be reimbursed paid in two or more installments, each such installment shall be made on or before the last day treated as a separate payment for purposes of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.Section 409A.

Section 409A of the Code. Notwithstanding anything herein (a) This Stock Award shall be administered, interpreted, and construed in a manner that does not result in the imposition on the Awardee of any additional tax, penalty, or interest under Section 409A of the Code. The preceding provision, however, shall not be construed as a guarantee any particular tax effect and the Company shall not be liable to the contraryAwardee any payment made under this Stock Award that is determined to result in an additional tax, if at the time penalty, or interest under Section 409A of the Executive’s termination Code, nor for reporting in good faith any payment made under any Award as an amount includible in gross income under Section 409A of employment with the CompanyCode. (b) “Termination of employment,” “resignation,” or words of similar import, as used in this Stock Award means for purposes of payments under this Award that are payments of deferred compensation subject to Section 409A of the Code, the Company has determined that the Executive is a Awardee’s “specified employeeseparation from service” as defined in Section 409A of the Code and Code. To the extent any severance payments and benefits to Executive are considered payment or settlement is a “deferral payment of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer compensation subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series payment date for purposes of installment payments under this Agreement Section 409A shall be treated as the calendar year following the year in which the Performance Period ends. (c) To the extent any payment or settlement that is a right payment of deferred compensation subject to Section 409A of the Code is contingent upon a series of separate payments, and references herein “change in control,” such payment or settlement shall only occur if the event giving rise to the Executive’s termination change in control would also constitute a change in ownership or effective control of employment shall refer to Executive’s separation the Company, or a change in the ownership of services with a substantial portion of the Company assets of the Company, within the meaning of Section 409A of the Code. Notwithstanding anything to The vesting of any Award shall not be affected by the contrary herein, except to preceding sentence. (d) If a payment obligation under this Stock Award arises on account of the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute Awardee’s separation from service while the Awardee is a “deferral of compensationspecified employee” within the meaning of (as defined in Section 409A of the Code: ), any payment of “deferred compensation” (x) the amount of expenses eligible for reimbursement or in-kind benefits provided as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive exemptions in any other calendar year, Treasury Regulation Sections 1.409A-1(b)(3) through (yb)(12)) the reimbursements for expenses for which the Executive that is entitled scheduled to be reimbursed paid within six (6) months after such separation from service shall accrue without interest and shall be made on or before paid within 15 days after the last day end of the calendar year following six-month period beginning on the calendar year in which the applicable expense is incurreddate of such separation from service or, and (z) the right to payment if earlier, within 15 days after his or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefither death.

Section 409A of the Code. a. Notwithstanding anything herein any other provision of this Offer Letter to the contrary, if at the time any amount (including imputed income) to be paid to you pursuant to this Offer Letter as a result of the Executive’s your termination of employment is “deferred compensation” subject to Section 409A of the Code, and 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 extent necessary to avoid the imposition of excise taxes or other penalties under Section 409A of the Code, 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 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 the Companyterms of this Section 6.a. 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, the Company has determined that the Executive is any termination of employment triggering payment of such benefits must constitute a “specified employeeseparation from service” as defined in under Section 409A of the Code and any severance payments and before distribution of such benefits to Executive are considered can commence. To the extent that the termination of your employment does not constitute a “deferral separation from service” under Section 409A of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment terminates), any benefits payable under this Offer Letter that constitute “deferred compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier shall be delayed until after the date of a subsequent event constituting a “separation from service” under Section 409A of the Executive’s deathCode. In For purposes of clarification, this Section 6.b. shall not 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 event that payments and benefits provided under this Agreement are deferred pursuant to this Section 14(h), then such payments Offer Letter shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the treated as a separate “short-term deferralpayment” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, . Neither the Company nor you shall have the right to a series accelerate or defer the delivery of installment any such payments under this Agreement or benefits except to the extent specifically permitted or required by Section 409A of the Code. d. This Offer Letter shall be treated as interpreted and at all times administered in a right to a series manner that avoids the inclusion of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of compensation in income under Section 409A of the Code. Notwithstanding anything to Any provision inconsistent with Section 409A of the contrary hereinCode shall be read out of the Offer Letter, except to the extent any expensethat such inconsistent provision can be read out without violation of Section 409A. For purposes of clarification, reimbursement or in-kind benefit provided pursuant to this Agreement 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 constitute a “deferral of compensation” within guarantee the meaning of 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: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein It is intended that this Agreement will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder) to the contraryextent 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 to the extent reasonably possible. No action or failure by the Company in good faith to act, pursuant to this Section 7.14, shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Section 409A. In addition, notwithstanding any provision to the contrary in this Agreement, if at Executive is deemed on the time date of her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Delayed Payments”), such payment shall not be made prior to the 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 the Company. For purposes of this Agreement, the Company has determined that the Executive is all rights to payments and benefits hereunder shall be treated as rights to receive a “specified employee” as defined in Section 409A series of the Code and any severance separate payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of fullest extent allowed by Section 409A of the Code. Notwithstanding anything to the contrary hereinIn addition, except to the extent that any expense, reimbursement or in-kind benefit provided pursuant to under this Agreement does not constitute 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 409A of the Code: , (xi) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any benefit in one calendar year will may not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive benefit in any other calendar yearyear (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (yii) the reimbursements right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for expenses for which the Executive is entitled another benefit, and (iii) subject to be reimbursed shall any shorter time periods provided herein, any such reimbursement of an expense or in-kind benefit must be made on or before the last day of the calendar year following the calendar year in which the applicable expense is 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”), then any severance payments contingent upon the Release and (z) that would otherwise occur during the right to payment or reimbursement or inportion of the Crossover 60-kind benefits hereunder may not Day Period that falls within the first year will be liquidated or exchanged for any other benefitdelayed and paid in a lump sum during the portion of the Crossover 60-Day Period that falls within the second year.

Section 409A of the Code. Notwithstanding anything herein The Agreement is intended to comply with the contrary, if at the time requirements of Section 409A of the Internal Revenue Code of 1986, as amended, or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and Executive mutually intend to structure the payments and benefits described in this Agreement, and Executive’s termination of employment other compensation, to be exempt from or to comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in requirements of Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect theretoextent applicable. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for Each payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to separate payment for purposes of Section 409A of the Code. In no event, other than making a series permissible deferral election under Section 409A of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services Code in accordance with the terms of a Company nonqualified deferred compensation plan, may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code. Notwithstanding anything to Code shall be made or provided in accordance with the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning requirements of Section 409A of the Code: , including, without limitation, that (xi) in no event shall reimbursements by the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall Company under this Agreement be made on or before later than the last day end of the calendar year next following the calendar year in which the applicable expense is fees and expenses were incurred, provided, that 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 such fees and expenses were incurred; (zii) the right to payment or reimbursement or amount of in-kind benefits hereunder and the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the amount the Company is obligated to pay or provide in any other calendar year; (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; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than Executive’s remaining lifetime (or if longer, through the 20th anniversary of the Effective Date). Within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to Executive, in order to cause the provisions of the Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on Executive pursuant to Section 409A of the Code. The Parties acknowledge that, following the Merger and prior to an IPO, Executive will not be a “specified employee” for purposes of Section 409A of the Code.

Section 409A of the Code. Notwithstanding anything herein (a) To the extent (i) any payments to the contrarywhich Executive becomes entitled under this Agreement, if at the time of the or any agreement or plan referenced herein, in connection with Executive’s 's termination of employment with the Company, Company constitute deferred compensation subject to Section 409A of the Company has determined that the Code; (ii) Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (iii) at the time of Executive's separation from service the Company is publicly traded (as defined in Section 409A of the Code and Code), then such payments (other than any severance payments and benefits to Executive are considered a “deferral of compensation” under permitted by Section 409A of the Code to be paid within six (6) months of Executive's separation from service) shall not be made until the “Deferred Payments”), such Deferred Payments that are otherwise payable within earlier of (x) the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, 's separation from service or if earlier (y) the date of the Executive’s death's death following such separation from service. In the event During any period that payment or payments under this Agreement to Executive are deferred pursuant to this Section 14(h)the foregoing, then such payments Executive shall be paid entitled to interest on the deferred payment or payments at a per annum rate equal to the time specified in this Section 14(hhighest rate of interest applicable to six (6) without interest. The Company shall consult with month money market accounts offered by the Executive in good faith regarding following institutions: Citibank N.A., ▇▇▇▇▇ Fargo Bank, NA., or Bank of America, on the implementation date of such “separation from service.” Upon the expiration of the provisions applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 14(h13 (together with accrued interest thereon) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th Executive's beneficiary hi one lump sum. (b) It is intended that this Agreement comply with or be exempt from the provisions of Section 409A of the year following Code and the year when Treasury Regulations and guidance of general applicability issued thereunder so as to not subject Executive to the payment is no longer subject to a substantial risk of forfeiture. For purposes of additional interest and taxes under Section 409A of the Code, the right to a series and in furtherance of installment payments under this intent, this Agreement shall be treated as interpreted, operated and administered in a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services manner consistent with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitthese intentions.

Section 409A of the Code. 4.1 Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A of the Code (together, the “Deferred Compensation Separation Benefits”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. 4.2 Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. 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 at Executive dies following Executive’s separation from service, but prior to the time six (6) month anniversary of the Executive’s termination of employment separation from service, then any payments delayed in accordance with the Company, the Company has determined that the Executive is this paragraph will be payable in a “specified employee” lump sum as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier soon as administratively practicable after the date of the Executive’s deathdeath and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. In the event that payments Each payment and benefit payable under this Agreement are deferred pursuant is intended to this constitute separate payments for purposes of Section 14(h), then such payments shall be paid at the time specified in this Section 14(h1.409A-2(b)(2) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Treasury Regulations. 4.3 Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments Compensation Separation Benefits for purposes of clause (a) above. 4.4 Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Compensation Separation Benefits for purposes of clause (a) above. For purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, “Section 409A Limit” will nonetheless be mean the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive on or before March 15th during the Executive’s taxable year preceding Executive’s taxable year of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Executive’s separation of services with the Company within the meaning of Section 409A 401(a)(17) of the Code. Notwithstanding anything to Code for the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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 Executive’s employment is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitterminated.

Section 409A of the Code. Notwithstanding other provisions of this Agreement, this Cash Award shall not be granted, deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant. In the event that it is reasonably determined by the Committee that, as a result of Section 409A of the Code, payments in respect of the Cash Award granted under this Agreement may not be made at the time contemplated by the terms of this Agreement without causing the Participant to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. References under this Agreement to the Participant’s termination of employment shall be deemed to refer to the date upon which the Participant has experienced a “separation from service” within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, (a) if at the time of the ExecutiveParticipant’s termination of employment separation from service with any Service Recipient the Company, the Company has determined that the Executive Participant is a “specified employee” as defined in Section 409A of the Code Code, and any severance payments and benefits to Executive are considered a “the deferral of compensation” the commencement of any payments or benefits otherwise payable hereunder as a result of such separation from service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s separation from service with all Service Recipients (or the “Deferred Payments”earliest date as is permitted under Section 409A of the Code), if such Deferred Payments that are otherwise payment or benefit is payable within upon a termination of employment and (b) if any other payments of money or other benefits due to the first six months following Participant hereunder would cause the Termination Date will become payable on the first business day application of an accelerated or additional tax under Section 409A of the seventh month following Code, such payments or other benefits shall be deferred, if deferral will make such payment or other benefits compliant under Section 409A of the Executive’s Termination DateCode, or if earlier otherwise such payment or other benefits shall be restructured, to the date of minimum extent necessary, in a manner, reasonably determined by the Executive’s death. In Committee, that does not cause such an accelerated or additional tax or result in an additional cost to the event that payments under this Agreement are deferred pursuant to this Section 14(h), then Company (without any reduction in such payments shall be or benefits ultimately paid at or provided to the time specified in this Section 14(h) without interestParticipant). The Company shall consult with the Executive in good faith regarding the implementation of use commercially reasonable efforts to implement the provisions of this Section 14(h) provided, 7 in good faith; provided that neither the Company Company, the Board, the Committee nor any of its employees the Company’s employees, directors or representatives shall have any liability to the Executive Participants with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit7.

Section 409A of the Code. Notwithstanding anything herein It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code (and any regulations and guidelines issued thereunder) (“Code”) to the contraryextent 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 to the extent reasonably possible. No action or failure by Company in good faith to act, pursuant to this Section 7.14, shall subject Company to any claim, liability, or expense, 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. In addition, notwithstanding any provision to the contrary in this Agreement, if at Executive is deemed on the time date of Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Delayed Payments”), such payment shall not be made prior to the earlier 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, to the extent necessary to comply with Section 409A of the Code, 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 the Company. For purposes of this Agreement, the Company has determined that the Executive is all rights to payments and benefits hereunder shall be treated as rights to receive a “specified employee” as defined in Section 409A series of the Code and any severance separate payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of fullest extent allowed by Section 409A of the Code. Notwithstanding anything to the contrary hereinIn addition, except to the extent that any expense, reimbursement or in-kind benefit provided pursuant to under this Agreement does not constitute 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 409A of the Code: , (xi) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any benefit in one calendar year will may not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive benefit in any other calendar year, (yii) the reimbursements right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for expenses for which another benefit, and (iii) subject to any shorter time periods provided herein or in the Executive is entitled to be reimbursed shall expense reimbursement policies of Company, any such reimbursement of an expense or in-kind benefit must be made on or before the last day of the calendar year following the calendar year in which the applicable expense is 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”), then any severance payments contingent upon a release and (z) that would otherwise occur during the right to payment or reimbursement or inportion of the Crossover 60-kind benefits hereunder may not Day Period that falls within the first year will be liquidated or exchanged for any other benefitdelayed and paid in a lump sum during the portion of the Crossover 60-Day Period that falls within the second year.

Section 409A of the Code. This Agreement is intended to comply with the requirements of Section 409A of the Code, and, specifically, with the separation pay exemption and short term deferral exemption of Section 409A, and shall in all respects be administered in accordance with Section 409A. Notwithstanding anything herein in the Agreement to the contrary, if at distributions may only be made under the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is Agreement upon an event and in a “specified employee” as defined in manner permitted by Section 409A of the Code and any severance or an applicable exemption. All payments and benefits to Executive are considered be made upon a termination of employment under this Agreement may only be made upon a “deferral of compensationseparation from service” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. 409A. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, . Without limiting the foregoing and references notwithstanding anything contained herein to the Executive’s termination contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of employment shall refer the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between the Executive and the Employer during the six-month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier, Executive’s date of services death). In no event may the Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the Company within the meaning requirements of Section 409A of the Code. Notwithstanding anything to , including, where applicable, the contrary hereinrequirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (xii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits provided to the Executive provided, during any a calendar year will may not affect the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits provided to the Executive be provided, in any other calendar year, (yiii) the reimbursements for expenses for which the Executive is entitled to be reimbursed 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 applicable expense is incurred, and (ziv) the right to payment or reimbursement or in-kind benefits hereunder may is not be liquidated subject to liquidation or exchanged exchange for any other another benefit.

Section 409A of the Code. 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 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 the regulations and other guidance promulgated thereunder. Notwithstanding anything herein any provision in this Agreement to the contrary, if at the time Executive is deemed on the date of the Executive’s termination of employment with the Company, the Company has determined that the Executive is separation from service to be a “specified employee” as defined 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 any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Executive’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 Executive prior to the earlier of (i) the expiration of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A six (6)-month period measured from the date of the Code Executive’s separation from service, and (ii) the date of the Executive’s death (the “Deferred PaymentsDelay Period”), such Deferred Payments that are otherwise payable within . On the first six months following the Termination Date will become payable on the first business day of the seventh month following the date of the Executive’s Termination Dateseparation from service or, or if earlier earlier, on the date of the Executive’s death. In the event that , all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then such payments 16 shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with or reimbursed to the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability remaining payments and benefits due to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services paid or provided in accordance with the Company within the meaning of Section 409A of the Codenormal payment dates specified for them herein. Notwithstanding anything to the contrary herein, except to To the extent any expensereimbursement of costs and expenses (including reimbursement of expenses pursuant to Section 3.F or 3.G and COBRA premiums pursuant to Section 7.C) provided for under this Agreement constitutes taxable income to the Executive for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the 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 benefit provided pursuant benefits is not subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, and (xii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year. If under this Agreement, (y) the reimbursements for expenses for which the Executive any amount is entitled to be reimbursed paid in two or more installments, each such installment shall be made on or before the last day treated as a separate payment for purposes of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.Section 409A.

Section 409A of the Code. Notwithstanding anything herein a. The Restricted Stock Units are intended to comply with or be exempt from the contrary, if at the time requirements of Section 409A of the Executive’s termination of employment Code. The Plan and this Award Agreement shall be administered and interpreted in a manner consistent with the Company, this intent. If the Company has determined determines that the Executive this Award Agreement is a “specified employee” as defined in subject to Section 409A of the Code and any severance payments that it does not comply with or is inconsistent with the applicable requirements, the Company may, in its sole discretion, and benefits without your consent, amend this Award Agreement to Executive are considered a “deferral of compensation” under cause it to comply with Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of exempt from Section 409A of the Code. b. Notwithstanding any provision of this Award Agreement to the contrary, in the right to a series event that any settlement or payment of installment payments under this Agreement shall be treated the Restricted Stock Units occurs as a right to a series result of separate payments, and references herein to the Executive’s your termination of employment shall refer to Executive’s separation of services with and the Company determines that you are a “specified employee” (within the meaning of Section 409A of the Code. Notwithstanding anything ) subject to Section 409A of the contrary hereinCode at the time of your termination of employment, except to the extent any expense, reimbursement and provided further that such payment or in-kind benefit provided pursuant to this Agreement settlement does not constitute otherwise qualify for an applicable exemption from Section 409A of the Code, then no such settlement or payment shall be paid to you until the date that is the earlier to occur of: (i) your death, or (ii) six (6) months and one (1) day following your termination of employment. Any portion of the Restricted Stock Units where settlement is delayed as a result of the foregoing, which is (i) in whole or in part, settled in cash and (ii) based on the value of a Share, shall be based on the value of a Share at the time the Restricted Stock Units otherwise would have been settled or paid without application of the delay described in the foregoing sentence. If the Restricted Stock Units do not otherwise qualify for an applicable exemption from Section 409A of the Code, the terms “Retirement,” “terminate,” “termination,” “termination of employment,” and variations thereof as used in this Award Agreement are intended to mean a “deferral separation from service” as such term is defined under Section 409A of compensation” within the meaning Code. c. Although this Award Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Section 409A of the Code: (x) , the amount Company does not represent or warrant that this Award Agreement or the payments provided hereunder will comply with Section 409A of expenses eligible for reimbursement the Code or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar yearprovisions of federal, (y) state, local, or non-U.S. law. Neither the reimbursements for expenses for which the Executive is entitled to be reimbursed Company, its Subsidiaries, your Employer or their respective directors, officers, employees or advisers shall be made on liable to you (or before any other individual claiming a benefit through you) for any tax, interest, or penalties you may owe as a result of compensation paid under this Award Agreement, and the last day Company, its Affiliates and your Employer shall have no obligation to indemnify or otherwise protect you from the obligation to pay any taxes pursuant to Section 409A of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitCode.

Section 409A of the Code. Notwithstanding anything herein (a) This Agreement is intended to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies meet the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, and shall be interpreted and construed consistent with that intent. (b) Notwithstanding any other provision of this Agreement, to the extent that the right to a series any payment (including the provision of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to benefits) hereunder provides for the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s Separation from Service (the “Separation Date”), then no such payment shall be made during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of the Executive’s death, if the earlier making of such payment would result in tax penalties being imposed on the Executive under Section 409A of the Code: (x) the . The amount of expenses eligible for reimbursement or in-kind benefits provided any payment that would otherwise be paid to the Executive during any calendar year will not affect this period shall instead be paid, with interest at the amount rate of expenses eligible for reimbursement or in-kind benefits provided 5% per annum, to the Executive in any other calendar yearon the first business day following the date that is six months following the Separation Date or, if earlier, the date of the Executive’s death. (yii) the Payments with respect to reimbursements for of all expenses for which the Executive is entitled pursuant to be reimbursed this Agreement shall be made promptly, but in any event on or before the last day of the calendar year following the calendar year in which the applicable relevant expense is incurred, . The amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year and (z) the Executive’s right to payment or reimbursement or in-kind benefits hereunder have the Company pay such expenses may not be liquidated or exchanged for any other benefit. The Executive hereby agrees that the Company may, without further consent from the Executive, make any and all changes to this Agreement as may be necessary or appropriate to avoid the imposition of penalties on the Executive pursuant to Section 409A of the Code, while not substantially reducing the aggregate value to the Executive of the payments and benefits to, or otherwise adversely affecting the rights of, the Executive under this Agreement.

Section 409A of the Code. Notwithstanding anything herein to 1. It is intended that the contrary, if at the time provisions of this Agreement comply with Section 409A of the Executive’s Internal Revenue Code of 1986, as amended, (the “Code”) and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”), 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. Notwithstanding the foregoing, Company shall have no liability to Executive with regard to any failure to comply with Code Section 409A so long as Company has acted in good faith with regard to compliance therewith. 2. 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 with shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Companypayment of amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Code Section 409A and, the Company has determined that the for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment,” “separation” or like terms shall mean Separation from Service. 4. If Executive is deemed on the date of termination of his employment to be a “specified employee” as defined in ”, within the meaning of that term under Section 409A 409A(a)(2)(B) of the Code and using the identification methodology selected by Company from time to time, or if none, the default methodology, then: a. With regard to any severance payments and benefits to Executive are considered a payment, the providing of any benefit or any distribution of equity upon separation from service that constitutes “deferral of deferred compensation” under subject to Code Section 409A 409A, such payment, benefit or distribution shall not be made or provided prior to the earlier of (i) the expiration of the Code six-month period measured from the date of Executive’s Separation from Service or (ii) the “Deferred Payments”), such Deferred Payments that are otherwise payable within date of Executive’s death; and b. On the first six months following the Termination Date will become payable on the first business day of the seventh month following the date of Executive’s Termination DateSeparation from Service or, or if earlier earlier, on the date of the Executive’s his death. In the event that , (x) all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then VIII(I)(4) (whether they would otherwise have been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the or reimbursed to Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment remaining payments and benefits due under this Agreement shall be treated paid or provided in accordance with the normal dates specified from them herein and (y) all distributions of equity delayed pursuant to this Section VIII(I)(4) shall be made to Executive. 1. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as a permitted by Code Section 409A, (i) the right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant benefits shall not be subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, (xii) the amount of expenses eligible for reimbursement reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year, provided that the foregoing clause (yii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the reimbursements for Code solely because such expenses for which are subject to a limit related to the Executive period the arrangement is entitled to be reimbursed in effect and (iii) such payments shall be made on or before the last day of the calendar Executive’s taxable year following the calendar taxable year in which the applicable expense is incurredoccurred. 2. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., and “payment shall be made within thirty (z30) days following the right to date of termination), the actual date of payment or reimbursement or in-kind benefits hereunder may not within the specified period shall be liquidated or exchanged for any other benefitwithin the sole discretion of Company.

Section 409A of the Code. 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 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 the regulations and other guidance promulgated thereunder. Notwithstanding anything herein any provision in this Agreement to the contrary, if at the time Executive is deemed on the date of the Executive’s termination of employment with the Company, the Company has determined that the Executive is separation from service to be a “specified employee” as defined 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 any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Executive’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 Executive prior to the earlier of (i) the expiration of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A six (6)-month period measured from the date of the Code Executive’s separation from service, and (ii) the date of the Executive’s death (the “Deferred PaymentsDelay Period”), such Deferred Payments that are otherwise payable within . On the first six months following the Termination Date will become payable on the first business day of the seventh month following the date of the Executive’s Termination Dateseparation from service or, or if earlier earlier, on the date of the Executive’s death. In the event that , all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then such payments 14 shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with or reimbursed to the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum (without interest), that neither the Company nor and any of its employees or representatives shall have any liability remaining payments and benefits due to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services paid or provided in accordance with the Company within the meaning of Section 409A of the Codenormal payment dates specified for them herein. Notwithstanding anything to the contrary herein, except to To the extent any expensereimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(b) or (c)) provided for under this Agreement constitutes taxable income to the Executive for federal income tax purposes, such reimbursements shall be made as soon as practicable after the 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 benefit provided pursuant benefits is not subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, and (xii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other taxable year. If under this Agreement, any amount is to be paid in two or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A. Notwithstanding anything to the contrary in this Agreement, to the extent required to comply with Section 409A of the Code, if the Release Period spans two calendar yearyears, (y) the reimbursements for expenses for any severance payments to which the Executive is may be entitled to be reimbursed shall be made paid or commence on or before the last day first regularly scheduled payroll date that occurs in the second calendar year and that is after the Executive’s execution and non-revocation of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitRelease.

Section 409A of the Code. Notwithstanding anything herein It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in 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, consistent with that objective and notwithstanding any provision herein to the contrary, 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. If as a condition to receive severance payments and benefits payments 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 made to the Executive are considered a “deferral during the period lasting six (6) months from the date of compensation” under 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 (Code. For this purpose each installment payment shall be considered a separate payment under Section 409A. If any payment to the “Deferred Payments”)Executive is delayed pursuant to the foregoing sentence, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment instead shall be made on the first business day following the expiration of the seventh six-month following period referred to in the Executive’s Termination Dateprior sentence, or if earlier unless specified otherwise in Section 7(j)(i) hereof. Although the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided7(j), that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount to any additional taxes that the Executive may be subject to in the event that any amounts under this Agreement that satisfies are determined to violate Code section 409A. (i) Notwithstanding the requirements above, if Executive is a specified employee on the date of termination amounts described as being subject to payment in accordance with the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes provisions of this Agreement. Any amounts scheduled for payment hereunder when they Section 6(j)(i) that are ordinarily paid out not otherwise exempt from Section 409A under the short term deferral or when they are made separation pay exceptions to other executive officers, will nonetheless Section 409A shall be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk delay in payment for a six-month period following the date of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement termination and shall be treated paid as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of follows: For any Base Salary under Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement 7(a)(v) or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x7(c)(iv)(A) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed continued beyond the date of termination and for any Pension Replacement Payment, all payments that would have been made during the six-month period immediately following the date of termination shall be made in a single cash payment on or before the last first business day following the expiration of such six-month period, and as of the calendar year first business day following the calendar year expiration of such six-month period all such payments shall resume in which accordance with the applicable expense regular payroll practices of the Company until the end of the specified period; any bonus payments under Section 7(c)(iv)(B) that is incurred, and (z) delayed shall be paid in a single lump sum payment on the right to payment or reimbursement or infirst business day following the expiration of such six-kind benefits hereunder may not be liquidated or exchanged for any other benefitmonth period.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined 1. It is intended that the Executive is a “specified employee” as defined in provisions of this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”), 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. Notwithstanding the foregoing, the Company shall have no liability with regard to any severance payments and failure to comply with Code Section 409A so long as it has acted in good faith with regard to compliance therewith. 2. 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 shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits to Executive are considered upon or following a termination of employment unless such termination is also a “deferral Separation from Service” within the meaning of compensationCode 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. 4. If Executive is deemed on the date of termination of his employment to be a “specified employee”, within the meaning of that term under Section 409A 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, then: (a) With regard to any payment, the providing of any benefit or any distribution of equity upon separation from service that constitutes “Deferred Payments”)deferred compensation” subject to Code Section 409A, such Deferred Payments that are otherwise payable within payment, benefit or distribution shall not be made or provided prior to the earlier 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 six months following the Termination Date will become payable on the first business day of the seventh month following the date of Executive’s Termination DateSeparation from Service or, or if earlier earlier, on the date of the Executive’s his death. In the event that , (x) all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then VIII(G)(4) (whether they would otherwise have been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with or reimbursed to the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment remaining payments and benefits due under this Agreement shall be treated paid or provided in accordance with the normal dates specified from them herein and (y) all distributions of equity delayed pursuant to this Section VIII(G)(4) shall be made to Executive. 5. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as a permitted by Code Section 409A, (i) the right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant benefits shall not be subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, (xii) the amount of expenses eligible for reimbursement reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year, provided that the foregoing clause (yii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the reimbursements for Code solely because such expenses for which are subject to a limit related to the Executive period the arrangement is entitled to be reimbursed in effect and (iii) such payments shall be made on or before the last day of the calendar Executive’s taxable year following the calendar taxable year in which the applicable expense is incurredoccurred. 6. Whenever a payment under this Agreement specifies a payment period with reference to a number of 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. 7. Notwithstanding any provision in the Plan or the Agreement to the contrary, if, with respect to one or more grants of Units, the Agreement establishes a time and manner for the distribution of such Units (z) the right “Agreement-governed Units”), the Agreement’s provisions governing the time and manner of distribution shall apply and shall continue to payment apply to such Agreement-governed Units following the expiration of the Agreement, the purpose of this paragraph being that there shall be no acceleration or reimbursement or indelay in the time and manner in which Units constituting deferred compensation are distributed as a result of any expiration of this Agreement. Units that are not Agreement-kind benefits hereunder may not governed Units shall be liquidated or exchanged for any other benefit.distributed in accordance with the distribution provisions of the Plan. In witness whereof, the parties have caused this Agreement to be duly executed as of the date set forth above. /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Discovery Communications, LLC

Section 409A of the Code. Notwithstanding anything herein This Agreement and the Award are intended to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies meet the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of exempt from Section 409A of the Code, the right to a series of installment payments under this Agreement as applicable, and shall be treated as interpreted and construed consistent with that intent and each settlement hereunder shall be considered a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning payment for purposes of Section 409A of the Code. Notwithstanding anything to the contrary hereinany other provisions of this Agreement, except to the extent that the right to any expenseissuance of Shares or payment to Grantee hereunder provides for non-qualified deferred compensation within the meaning of Section 409A(d)(1) of the Code that is subject to Section 409A of the Code, reimbursement the issuance or in-kind benefit provided pursuant to this Agreement does not constitute payment shall be made in accordance with the following: If Grantee is a “deferral of compensationspecified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of Grantee’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code (the “Separation Date”), then no such issuance of Shares or payment shall be made during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of Grantee’s death, if the earlier making of such issuance of Shares or payment would result in tax penalties being imposed on Grantee under Section 409A of the Code: (x) the . The amount of expenses eligible for reimbursement any issuance of Shares or in-kind benefits provided to the Executive payment that would otherwise be made during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed this period shall instead be made on the first business day following the date that is six months following the Separation Date or, if earlier, the date of Grantee’s death. If the Grantee is subject to an employment or before other agreement that specifies a time and form of payment that differs from the last day time and form of payment set forth in Exhibit B, then this Award shall be settled in accordance with such employment or other agreement to the extent required to comply with Section 409A of the calendar year following Code in a manner permissible under the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitPlan.

Section 409A of the Code. Notwithstanding any provision in this Agreement to the contrary: (a) Any payment otherwise required to be made hereunder to Executive at any date as a result of the termination of Executive’s employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, Executive shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein. (b) Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code. (c) Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk (or commencement of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series payments) hereunder of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company any nonqualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as Executive has also undergone a “separation from service” as defined in Treas. Notwithstanding anything Reg. 1.409A-1(h), at which time such nonqualified deferred compensation (calculated as of the date of Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive on the contrary herein, except to schedule set forth in Sections 2 and 3 of this Agreement as if Executive had undergone such termination of employment (under the same circumstances) on the date of Executive’s ultimate “separation from service.” (d) To the extent that any expense, right to reimbursement of expenses or payment of any benefit in-kind benefit provided pursuant to under this Agreement does not constitute a “deferral of compensation” constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code: ), (xi) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar taxable year will shall not affect the amount of expenses eligible for reimbursement or in-kind benefits to be provided to the Executive in any other calendar taxable year; provided, that the foregoing clause 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. (ye) While the reimbursements for expenses for which the Executive is entitled payments and benefits provided hereunder are intended to be reimbursed shall be made on or before structured in a manner to avoid the last day implication of any penalty taxes under Section 409A of the calendar year following Code, in no event whatsoever shall the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not Company be liquidated or exchanged liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A of the Code for failing to comply with Section 409A of the Code (other benefitthan for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code) provided that the Company acted in reasonable good faith in connection with complying with Section 409A of the Code.

Section 409A of the Code. Notwithstanding any other provisions of this Agreement or the Plan, the RSUs granted hereunder shall 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 of the Code upon the Participant. In the event it is reasonably determined by the Committee that, as a result of Section 409A of the Code, the transfer of Shares under this Agreement may not be made at the time contemplated hereunder without causing the Participant to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the ExecutiveParticipant’s termination of employment with the Company, Company the Company has determined that the Executive Participant is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended and any severance payments and benefits to Executive are considered a “the deferral of compensation” the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until the date that is six months following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax). The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with the RSUs (the “Deferred Payments”including any taxes and penalties under Section 409A), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that and neither the 096412-0004-16811-Active.23350480.7 Company nor any of its employees or representatives Subsidiaries shall have any liability obligation to indemnify or otherwise hold the Executive with respect theretoParticipant (or any beneficiary) harmless from any or all of such taxes or penalties. Any amount under If the RSUs are considered “deferred compensation” subject to Section 409A, references in this Agreement that satisfies and the requirements of the Plan to “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment Employment” and “separation from service” (and substantially similar phrases) shall refer to Executive’s mean “separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensationfrom service” within the meaning of Section 409A 409A. For purposes of Section 409A, each payment that may be made in respect of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive RSUs 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 (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitdesignated as a separate payment.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment It is intended that this Agreement will comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code (and any severance payments regulations and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code guidelines issued thereunder) (the “Deferred PaymentsCode”), such Deferred Payments that are otherwise payable within ) to the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under extent this Agreement are deferred pursuant to is subject thereto, and this Section 14(h), then such payments Agreement shall be paid at the time specified in this Section 14(h) without interestinterpreted on a basis consistent with such intent. The Company shall consult with the Executive in good faith regarding the implementation of the provisions If an amendment of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability Agreement is necessary in order for it to the Executive comply with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right parties hereto will negotiate in good faith to a series of installment payments under amend this Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure by Company in good faith to act, pursuant to this Section 6.14, shall be treated as a right subject Company to a series of separate paymentsany claim, liability, or expense, and references herein Company shall not have any obligation to indemnify or otherwise protect Employee from the Executive’s termination of employment shall refer obligation to Executive’s separation of services with the Company within the meaning of pay any taxes pursuant to Section 409A of the Code. Notwithstanding anything In addition, notwithstanding any provision to the contrary in this Agreement, if Employee is deemed on the date of her “separation from service” (within the meaning of Treas. Reg. Section 1.409A- 1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Delayed Payments”), such payment shall not be made prior to the earlier of (i) the expiration of the six- 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, except to the extent necessary to comply with Section 409A of the Code, reference to Employee’s “termination of employment” (and corollary terms) with Company shall be construed to refer to Employee’s “separation from service” from Company (as determined under Treas. Reg. Section 1.409A-1(h) with the work threshold of less than 50% of the prior level of services, as uniformly applied by Company) in tandem with Employee’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 that any expense, reimbursement or in-kind benefit provided pursuant to under this Agreement does not constitute or under any other reimbursement or in-kind benefit plan or arrangement in which Employee participates during the term of Employee’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code: , (xi) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any benefit in one calendar year will may not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive benefit in any other calendar year, (yii) the reimbursements right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for expenses for which another benefit, and (iii) subject to any shorter time periods provided herein or in the Executive is entitled to be reimbursed shall expense reimbursement policies of Company, any such reimbursement of an expense or in-kind benefit must be made on or before the last day of the calendar year following the calendar year in which the applicable expense is was incurred. If the Release Period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover Release Period”), then any severance payments contingent upon a release and (z) that would otherwise occur during the right to payment or reimbursement or in-kind benefits hereunder may not portion of the Crossover Release Period that falls within the first year will be liquidated or exchanged for any other benefitdelayed and paid in a lump sum during the portion of the Crossover Release Period that falls within the second year.

Section 409A of the Code. Notwithstanding anything herein The compensation and benefits provided by this Agreement are intended to the contrary, if at the time of the Executive’s termination of employment be exempt from or comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in requirements of Section 409A of the Code Code, and this Agreement shall be interpreted and construed consistent with that intent. A termination of employment shall not be deemed to have occurred for purposes of any severance payments and provision of this Agreement providing for the payment of any amounts or benefits to Executive are considered a “deferral of nonqualified deferred compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months upon or following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s unless such termination is also a “separation of services with the Company from service” within the meaning of Section 409A of the Code. 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.” Notwithstanding anything to the contrary hereinany other provision of this Agreement, except to the extent that the right to any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with this Section 8. If Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of Executive’s termination, then to the extent required by Section 409A of the Code: (x) , no payment of any amounts or benefits considered “nonqualified deferred compensation” under Section 409A of the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed Code shall be made or commence during the period beginning on the date of Executive’s termination and ending on the date that is six months following Executive’s termination or, if earlier, on the date of Executive’s death. The amount of any payment that would otherwise be paid to Executive during this period shall instead be paid to Executive on the fifteenth day of the first calendar month following the end of the period. Each amount to be paid or before benefit to be provided under this Agreement shall be construed as a separate and distinct payment for purposes of Section 409A. Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the applicable relevant expense is incurred, and (z) the right to payment or . The amount of expenses eligible for reimbursement or in-kind benefits hereunder during a calendar year may not be liquidated or exchanged affect the expenses eligible for reimbursement in any other benefitcalendar year.

Section 409A of the Code. Notwithstanding anything herein (a) This Agreement is intended to comply with Section 409A of the Code and shall be interpreted, operated and administered in a manner that conforms to the contraryrequirements of Section 409A of the Code and the regulations thereunder. (b) If, if at the time of the Executive’s termination “separation from service” within the meaning of employment with Treasury Regulation Section 1.409A-1(h) other than by reason of death, Executive is deemed to be a “specified employee” of a public company within the Companymeaning of Treasury Regulation Section 1.409A-1(i), any amount constituting deferred compensation under Code Section 409A to which Executive otherwise would have been entitled to under any provision of this Agreement shall not be paid until the date that is 6 months following Executive’s separation from service (or, if earlier, the Company has determined that date of Executive’s death) (the “6-Month Delay Period”), if and to the extent such delay is required under Section 409A of the Code and the regulations thereunder. (i) If Executive is considered to be a “specified employee” as defined set forth above and payments and benefits are subject to the 6-Month Delay Period, the Company shall make an irrevocable contribution to Rabbi Trust A within 5 business days following the Date of Termination in an amount that is sufficient to pay Executive the payments and benefits to which Executive is entitled under this Agreement, plus, interest (calculated at the prime rate as published in the Wall Street Journal on the Date of Termination plus 1%) for the period beginning on the earlier of Executive’s Date of Termination or “separation from service” as set forth above, and ending on the later of: (A) the last day of the 6-Month Delay Period; or (B) the payment date under subsection 12(c) below. (ii) The amounts described in Section 12(b)(i) shall be paid to the Executive on the first business day after the end of the 6-Month Delay Period. (c) In the event that any payment under this Agreement is delayed due to a disputed payment or refusal to pay under Treasury Regulation Section 1.409A-3(g), such payment shall be deemed to be paid as of the date that is specified as the payment date under the relevant provision of this Agreement. If under this Agreement, an amount is to be paid in installments, each installment shall be treated as a separate payment for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii). (d) The Company shall indemnify the Executive, as provided in this subsection (d), if the Executive incurs additional tax under Section 409A of the Code as a result of a violation of Section 409A of the Code (each an “Indemnified Section 409A Violation”) that occurs as a result of (1) the Company’s clerical error (other than an error cause by erroneous information provided to the Company by the Executive), (2) the Company’s failure to administer this Agreement or any benefit plan or program in accordance with its written terms (such written terms, the “Plan Document”), or (3) following December 31, 2008, the Company’s failure to maintain the Plan Documents in compliance with Section 409A of the Code; provided, that the indemnification set forth in clause (3) shall not be available to the Executive if (x) the Company has made a reasonable, good faith attempt to maintain the applicable Plan Document in compliance with Code Section 409A but has failed to do so or (y) the Company has maintained the applicable Plan Document in compliance with Section 409A of the Code but subsequent issuance by the Internal Revenue Service or the Department of the Treasury of interpretive authority results in the applicable Plan Document not (or no longer) complying with Section 409A of the Code (except that, if the Company is permitted by such authority or other authority to amend the Plan Document to bring the Plan Document into compliance with Section 409A of the Code and fails to do so, then such indemnification shall be provided). (i) In the event of an Indemnified Section 409A Violation, the Company shall reimburse the Executive for (1) the 20% additional income tax described in Section 409A(a)(1)(B)(i)(II) of the Code (to the extent that the Executive incurs the 20% additional income tax as a result of the Indemnified Section 409A Violation), and (2) any severance interest or penalty that is assessed with respect to the Executive’s failure to make a timely payment of the 20% additional income tax described in clause (1), provided that the Executive pays the 20% additional income tax promptly upon being notified that the tax is due (the amounts described in clause (1) and clause (2) are referred to collectively as the “Section 409A Tax”). (ii) In addition, in the event of an Indemnified Section 409A Violation, the Company shall make a payment (the “Section 409A Gross-Up Payment”) to the Executive such that the net amount the Executive retains, after paying any federal, state, or local income tax or FICA tax on the Section 409A Gross-Up Payment, shall be equal to the Section 409A Tax. The Company shall have the right to contest the Section 409A Tax and the Executive shall reasonably cooperate with measures identified by the Company that are intended to mitigate the Section 409A Tax to the extent that such measures do not materially reduce or delay the payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefithereunder.

Section 409A of the Code. Notwithstanding anything herein 11.1 It is intended that this Agreement shall comply with or be exempt from the provisions of Section 409A of the Code and the Treasury Regulations relating thereto, so as not to subject the Executive to the contrarypayment of additional taxes and interest under Section 409A of the Code. This Agreement shall be interpreted, if at operated, and administered in a manner consistent with and in furtherance of this intent. Notwithstanding the time foregoing, to the extent any payment or benefit under this Agreement is subject to the additional taxes and interest under Section 409A of the Code, the Executive shall be solely liable for the payment of such taxes and interest. 11.2 Any payment required under this Agreement that is payable in installment payments shall be deemed to be a separate payment for purposes of Section 409A of the Code and the Treasury Regulations thereunder. 11.3 Notwithstanding any provision to the contrary in this Agreement, no payment or distribution under this Agreement which constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of the Executive’s termination of employment with the Company, Company or its Affiliates or an Executive unless the Company has determined that the Executive is Executive’s termination of employment constitutes a “specified employeeseparation from service” (as such term is defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” Treasury Regulations issued under Section 409A of the Code Code). In addition, no such payment or distribution will be made to the Executive prior to the earlier of (i) the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day expiration of the seventh month following six (6)-month period measured from the date of the Executive’s Termination Date, “separation from service” (as such term is defined in Treasury Regulations issued under Section 409A of the Code) or if earlier (ii) the date of the Executive’s death. In , if the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid Executive is deemed at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability such separation from service to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensationspecified employee” within the meaning of that term under Section 409A 409A(a)(2) of the Code and to the extent such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code: (x) the amount of expenses eligible for reimbursement or in-kind . All payments and benefits provided which had been delayed pursuant to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided immediately preceding sentence shall be paid (without interest) to the Executive in any other calendar year, a lump sum upon expiration of such six-month period (y) or if earlier upon 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, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitExecutive’s death).

Section 409A of the Code. Notwithstanding anything herein It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in 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, consistent with that objective and notwithstanding any severance payments provision herein to the contrary, 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 benefits 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 made to the Executive are considered a “deferral during the period lasting six (6) months from the date of compensation” under 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 (Code. If any payment to the “Deferred Payments”)Executive is delayed pursuant to the foregoing sentence, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment instead shall be made on the first business day following the expiration of the seventh six-month following period referred to in the Executive’s Termination Dateprior sentence, or if earlier unless specified otherwise in Section 6(j)(i) hereof. Although the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided6(j), that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount to any additional taxes that the Executive may be subject to in the event that any amounts under this Agreement that satisfies are determined to violate Code section 409A. (i) Notwithstanding the requirements of above, amounts described as being subject to payment in accordance with the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes provisions of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless Section 6(j)(i) shall be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk delay in payment for a six-month period following the date of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement termination and shall be treated paid as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of follows: For any Base Salary under Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement 6(a)(v) or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x6(c)(iv)(A) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed continued beyond the date of termination and for any Pension Replacement Payment, all payments that would have been made during the six-month period immediately following the date of termination shall be made in a single cash payment on or before the last first business day following the expiration of such six-month period, and as of the calendar year first business day following the calendar year expiration of such six-month period all such payments shall resume in which accordance with the applicable expense is incurred, and (zregular payroll practices of the Company until the end of the specified period; any bonus payments under Section 6(c)(iv)(B) shall be paid in a single lump sum payment on the right to payment or reimbursement or infirst business day following the expiration of such six-kind benefits hereunder may not be liquidated or exchanged for any other benefitmonth period.