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

Section 409A of the Internal Revenue Code. It is the intent of the parties 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 interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.

Section 409A of the Internal Revenue Code. It is the intent of the parties 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 interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the first business day following the six-month anniversary of the separation from service or (B) the date of Executive’s death.

Section 409A of the Internal Revenue Code. It is the intent (a) This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the parties that Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section 409A of the Code, all payments and benefits to be made upon a termination of employment under this Agreement comply with, or may only be exempt from, Section made upon a “separation from service” within the meaning of such term under section 409A of the Code andCode, accordingly, to the maximum extent permitted, each payment under this Agreement shall be interpreted treated as a separate payment, and administered consistent a series of installment payments shall be treated as a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with such intent. With respect to the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses eligible for reimbursement under the terms incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement: ), (iii) the amount of such expenses eligible for reimbursement in any taxable reimbursement, or in-kind benefits provided, during a calendar year shall may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement in another taxable year; and (ii) any reimbursements of such expenses an eligible expense shall be made no later than on or before the end last day of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that expense is incurred and (iv) the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) canbenefits is not be liquidated subject to liquidation or exchanged exchange for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathanother benefit.

Section 409A of the Internal Revenue Code. It is the intent of the parties 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 interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the first business day following the six-month anniversary of the separation from service or (B) the date of Executive’s death.

Section 409A of the Internal Revenue Code. It is the intent of the parties anticipated that payments and benefits under this Employment Agreement comply with, or will be exempt from, from IRC Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case409A. However, to the extent that any payment under this Employment Agreement is subject to Section 409A, the right terms of the Employment Agreement will be interpreted to reimbursement does not provide for a “deferral of compensation” within comply with the meaning requirements of Section 409A 409A. In the event that the Employer determines that any of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive benefits payable under this Agreement that are payable upon Executive’s termination of employment until would violate Section 409A, then the Employer and the Executive would be considered shall, in good faith, agree to have incurred a “separation from service” from the Company within the meaning of implement adjustments needed to comply with Section 409A of the Codeand to minimize adverse tax consequences. In additionAdditionally, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to notwithstanding anything contained in this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s “separation from service” to be a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, each within the meaning of Section 409A, any compensation or benefits to which Executive becomes entitled under this Agreement (or any agreement or plan referenced in this Agreement) in connection with such separation that are subject to Section 409A of shall not be made or commence until the Codedate which is six (6) months after Executive’s “separation from service” (or, (ii) if earlier, Executive’s death). Such deferral to a date that is payable upon six months after Executive’s separation from service and shall only be effected to the extent required to avoid adverse tax treatment to Executive, including (iiiwithout limitation) the additional twenty percent (20%) tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the terms absence of such deferral. Upon the expiration of this Agreement deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single lump sum or in installments) in the absence of this Section 10 shall be payable prior paid to the six-month anniversary of Executive or Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathbeneficiary in one lump sum.

Section 409A of the Internal Revenue Code. It This Agreement is intended to comply with the intent of the parties 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 interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and the Company shall administer and interpret this Agreement in accordance with such requirements. If any payments described herein that are due within provision contained in the “short term deferral period” as defined in Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under the Agreement), the Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or the applicable exemptions thereto). Severance benefits shall not be treated as deferred compensation payable under Section 3.3 unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is conditions set forth in Section 3.3 are satisfied and Executive’s termination of employment constitutes a “specified employee,separation from service” as defined in Section 409A of the Code. Reimbursement of any expenses provided for in this Agreement shall be made promptly upon presentation of documentation in accordance with the Company’s and the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred); provided, as however, that in no event shall the amount of expenses eligible for reimbursement hereunder during a calendar year affect the date of Executive’s expenses eligible for reimbursement in any other taxable year and the right to reimbursement shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and the Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i) and related Company procedures), then such payment shall, to the extent any amount payable under this Agreement (i) constitutes necessary to comply with the payment of nonqualified deferred compensation, within the meaning requirements of Section 409A of the Code, be made on the later of (iix) the date specified by the foregoing provisions of this Agreement or (y) the date that is payable upon six (6) months after the date of the Executive’s separation from service (or, if earlier, the date of the Executive’s death). Any payments that are delayed pursuant to this Section shall be accumulated and (iii) under paid in a lump sum on the terms first day of this Agreement would be payable prior to the six-seventh month anniversary of following Executive’s separation from serviceservice (or, such payment shall be delayed until if earlier, upon the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death) and the remaining payments shall begin on such date in accordance with their original schedule. The Change in Control Severance Benefits and the Severance Benefits are intended not to constitute deferred compensation subject to Section 409A of the Code pursuant to the (i) the “short-term deferral exception” set forth in Treas. Reg. § 1.409A-1(b)(4), (ii) the “two times severance exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(iii), or (iii) the “limited payments exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the Change in Control Severance Benefits and the Severance Benefits, as applicable, in order of payment in such manner as results in the maximum exclusion of such Severance Payments from treatment as deferred compensation under Section 409A of the Code. Each installment of COBRA Payments shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Section 409A of the Internal Revenue Code. It is the intent of the parties that payments and benefits under Notwithstanding anything contained in this Agreement comply with, or be exempt from, Section 409A of to the Code and, accordinglycontrary, to the maximum extent permittedpermitted by applicable law, amounts payable to the Executive pursuant to Section 13 are intended to be made in reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive’s termination of employment shall be interpreted and administered consistent payable unless the Executive’s termination of employment constitutes a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h). Furthermore, if the Executive is a Specified Employee (as defined for purposes of Section 409A), with such intent. With respect to expenses eligible for reimbursement under the terms any amount or benefit payable or due by reason of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent a separation from service that the right to reimbursement does not provide for a “deferral of compensation” constitutes nonqualified deferred compensation within the meaning of Section 409A (after taking into account all applicable exemptions), such amounts or benefits shall not commence until after the end of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of six continuous month period following the date of the Executive’s separation from service, then in which case, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the extent any amount payable under this Agreement (i) constitutes Executive in a lump-sum cash payment on the payment of nonqualified deferred compensation, within the meaning of Section 409A first day of the Code, (ii) is payable upon Executive’s separation from service and (iii) under seventh month following the terms date of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service. The Company and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A. If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company not any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability for any damages related thereto. The Executive acknowledges that he has been advised to obtain independent legal, tax or other counsel in connection with Section 409A. Each payment under this Agreement is intended to be a “separate payment” and not a series of payments for purposes of Section 409A. Any payments or reimbursements of any expenses provided for under this Agreement shall be delayed until the earlier made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv). With respect to occur of reimbursements or in-kind benefits provided under this Agreement: (Aa) the sixCompany will not provide for cash in lieu of a right to reimbursement or in-month anniversary kind benefits to which the Executive has a right under this Agreement, (b) any reimbursement or provision of in-kind benefits made during the Executive’s lifetime (or such shorter period prescribed by a specific provision of this Agreement) shall be made not later than December 31st of the separation from service year following the year in which the Executive incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or (B) in-kind benefits provided, by the date Company in one year affect the amount of Executive’s deathexpenses eligible for reimbursement or in-kind benefits to be provided, in any other taxable year.

Section 409A of the Internal Revenue Code. It This Agreement is the intent of the parties that payments and benefits under this Agreement intended to comply with, or otherwise be exempt from, Section 409A of the Internal Revenue Code andof 1986, accordingly, as amended and the Treasury Regulations promulgated thereunder (“Section 409A”). Notwithstanding any provision to the maximum extent permittedcontrary in this Agreement, no payment or distribution under this Agreement shall be interpreted that constitutes an item of deferred compensation under Section 409A, and administered consistent becomes payable by reason of Executive’s termination of employment with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall Company will be made no later than the end to Executive unless Executive’s termination of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for employment constitutes a “deferral of compensationseparation from service” within (as the meaning of term is defined Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits409A) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, solely to the extent required to avoid accelerated taxation or tax penalties in respect of such amounts. The parties acknowledge that the level of services which are required under Section 409A the Consulting Agreement are such that the date of the Code, Executive shall not be considered to have terminated employment Executive’s separation from service for purposes of this Agreement and no payments Section 409A shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the CodeSeparation Date. In addition, for For purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A. It is intended that this Agreement shall comply with the provisions of Section 409A so as not to subject Executive to the payment of additional taxes and interest under Section 409A. In furtherance of this intent, the Agreement shall be interpreted, operated, and administered, and payments hereunder reported, in a manner consistent with these intentions. To the extent that any reimbursable expenses hereunder are deemed to constitute compensation to Executive, such expenses shall be paid or reimbursed promptly, but not later than by December 31 of the Code year following the year in which such expenses were incurred. The amount of such expenses eligible for reimbursement in one calendar year shall not affect the amount of expenses eligible for reimbursement in any other calendar year, and Executive’s right to reimbursement of any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code such expenses shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein subject to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent liquidation or exchange for any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathother benefit.

Section 409A of the Internal Revenue Code. It This Agreement is intended to comply with the intent requirements of section 409A of the parties Internal Revenue Code of 1986, as amended (“Section 409A.”) Accordingly, all provisions in the Agreement, or incorporated by reference, are to be construed and interpreted to comply with Section 409A and if necessary, any provision will be held null and void, to the extent such provision (or part thereof) fails to comply with Section 409 A or regulations under that payments section. The University and benefits Xx. Xxxx agree that, for purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement comply with, or will be exempt from, treated as a separate payment of compensation for purposes of applying the Section 409A deferral election rules and the exclusion from Section 409A for certain short-term deferral amounts. The University and Xx. Xxxx also agree that any amounts payable solely on account of an involuntary separation from service of Xx. Xxxx within the Code andmeaning of Section 409A will be excludible from the requirements of Section 409A, accordinglyeither as involuntary separation pay or as short-term deferral amounts (e.g., to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement amounts payable under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in kind benefits provided under this Agreement will be made or provided in accordance with the requirements of Section 409A, including where applicable, the requirement that (1) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (2) the amount of expenses eligible for reimbursement or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (3) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the related expenses were expense is incurred, except, in each case, to the extent that and (4) the right to reimbursement does or in kind benefits is not provide subject to liquidation or exchange for a “deferral another benefit. THIS AGREEMENT, having been approved by the Board of compensation” within the meaning of Section 409A Visitors of the CodeUniversity of Virginia, is entered into by Xxxxx X. Xxxx and the University, through its authorized officers, this 15th day of September 2017. In addition, Executive’s right to reimbursement (or inTHE XXXXXX AND VISITORS OF THE UNIVERSITY OF VIRGINIA By: /S/ XXXXX X. XXXXXX III XXXXXX Date: /S/ XXXXX X. XXXX PRESIDENT-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.ELECT

Section 409A of the Internal Revenue Code. It is the intent of the parties that payments and benefits All amounts payable under this Agreement are intended to comply with, or be exempt from, with the “short term deferral” exception from Section 409A of the Internal Revenue Code and(“Section 409A”) specified in Treas. Reg. § 1 .409A-1(b)(4) (or any successor provision) or the “separation pay plan” exception specified in Treas. Reg. § 1 .409A-1(b)(9) (or any successor provision), accordinglyor both of them, and shall be interpreted in a manner consistent with the applicable exceptions. Notwithstanding the foregoing, to the maximum extent permittedthat any amounts payable in accordance with this Agreement are subject to Section 409A, this Agreement shall be interpreted and administered consistent in such a way as to comply with Section 409A to the maximum extent possible. Each installment payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying Section 409A. If payment of any amount subject to Section 409A is triggered by a separation from service that occurs while the Employee is a “specified employee” (as defined by Section 409A) with, and if such intent. With respect amount is scheduled to expenses eligible for reimbursement under the terms of this Agreement: be paid within six (i6) months after such separation from service, the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; accrue without interest and (ii) any reimbursements of such expenses shall be made no later than paid the first business day after the end of such six-month period, or, if earlier, within 15 days after the calendar year appointment of the personal representative or executor of the Employee’s estate following the calendar year Employee’s death. “Separation of employment,” “resignation” or words of similar import, as used in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no shall mean, with respect to any payments shall be due subject to Executive under this Agreement that are payable upon ExecutiveSection 409A, the Employee’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of as defined by Section 409A. If any payment subject to Section 409A is contingent on the delivery of a release by Employee and could occur in either of two years, the Codepayment will occur in the later year. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to Nothing in this Agreement or the Plan shall be construed as a separate identified payment for purposes guarantee of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein particular tax treatment to the contrary, if Executive is a “specified employee,” as defined in Section 409A of Employee. The Employee shall be solely responsible for the Code, as of the date of Executive’s separation from service, then tax consequences with respect to the extent any amount all amounts payable under this Agreement (i) constitutes the payment of nonqualified deferred compensationAgreement, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of in no event shall Halozyme have any responsibility or liability if this Agreement would be payable prior to the six-month anniversary does not meet any applicable requirements of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.Code section 409A.

Section 409A of the Internal Revenue Code. It is This Agreement and the intent of the parties that payments and benefits under this Agreement comply with, or hereunder are intended to be exempt from, or to comply with, the requirements of Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended, to and the maximum extent permittedregulations and other administrative guidance issued thereunder (“Section 409A”), and this Agreement shall be interpreted and administered construed in a manner consistent with such intent. With respect to expenses eligible for reimbursement under If either party notifies the terms other in writing that, based on the advice of legal counsel, one or more of the provisions of this Agreement: Agreement contravenes any regulations or administrative guidance promulgated under Section 409A or causes any amounts to be subject to interest or penalties under Section 409A, the parties shall promptly and reasonably consult with each other (and with their legal counsel), and shall use their good faith efforts, to reform the provisions hereof to (a) maintain to the maximum extent practicable the original intent of the applicable provisions without violating the provisions of Section 409A or increasing the costs to the Company of providing the applicable benefit or payment and (b) to the extent possible, to avoid the imposition of any tax, interest or other penalties under Section 409A upon Executive or the Company. Notwithstanding the foregoing, if this Agreement or any benefit paid to Executive hereunder is subject to Section 409A and if the Executive is a “specified employee” (as defined under Section 409A) as of the date of Executive’s separation from service hereunder, then the payment of benefits, if any, scheduled to be paid by the Company to Executive hereunder during the first six (6) month period following the date of Executive’s separation from service shall not be paid until the earlier of (i) the amount date which is the first business day following the six-month anniversary of such expenses eligible Executive’s separation from service for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and reason other than death or (ii) Executive’s date of death (along with interest for the period of such delay at the then applicable borrowing rate of the Company as of the commencement of such delay). To the extent that any reimbursements of or in-kind benefits under this Agreement are subject to Section 409A, (a) any such expenses shall reimbursement will be made no later than on or before the end last day of the calendar year following the calendar year in which the related expenses were expense was incurred, except(b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in each caseany other calendar year (except as otherwise permitted under Section 409A), to the extent that and (c) the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) canbenefits is not subject to liquidation or exchange for another benefit. Any tax “gross-up” payment shall be liquidated or exchanged made no later than the last date permitted for any other benefit or payment. such payment under Section 409A. Notwithstanding anything contained herein to the contrary, to in no event shall the extent Company be required to avoid accelerated taxation pay Executive any “gross-up” or tax other payment with respect to any taxes or penalties imposed under Section 409A of the Code, Executive shall not be considered with respect to have terminated employment for purposes of this Agreement and no payments shall be due any benefit paid to Executive under this Agreement that are payable upon Executive’s termination hereunder. The Company agrees to take any reasonable steps requested by Executive to avoid adverse tax consequences to Executive as a result of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or any benefit to be provided Executive hereunder being subject to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.409A. [Signature Pages Follow]

Section 409A of the Internal Revenue Code. It This Agreement is intended to comply with the intent requirements of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code andInternal Revenue code of 1986, accordinglyas amended ("Section 409A"). Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A and if necessary, any provision shall be held null and void, to the maximum extent permittedsuch provision (or part thereof) fails to comply with Section 409A or regulations thereunder. The University and Xx. Xxxxx agree that, for purposes of limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be interpreted treated as a separate payment of compensation for purposes of applying the Section 409A deferral election rules and administered consistent with such intentthe exclusion from Section 409A for certain short-term deferral amounts. With respect to expenses eligible for reimbursement The University and Xx. Xxxxx also agree that any amounts payable solely on account of an involuntary separation from service of Xx. Xxxxx within the meaning of Section 409A shall be excludable from requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (2) the amount of expenses eligible for reimbursement, or in- kind benefits to be provided, in any other calendar year, (3) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the related expenses were expense is incurred, except, in each case, to the extent that and (4) the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) canbenefits is not be liquidated subject to liquidation or exchanged exchange for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathanother benefit.

Section 409A of the Internal Revenue Code. It is the intent of the parties 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 (a) This Agreement shall be interpreted and administered consistent with such intentto avoid any penalty sanctions under section 409A of the Code. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses Accordingly, all provisions herein, or incorporated by reference, shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, construed and interpreted to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of comply with Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required applicable, and, if necessary, any such provision shall be deemed amended to avoid accelerated taxation comply with section 409A of the Code and regulations thereunder. If any payment or tax penalties benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may only be made upon a ?separation from service? (as defined under Section 409A of the Code). In no event may the Executive, Executive shall not be considered to have terminated employment for purposes directly or indirectly, designate the calendar year of this Agreement and no payments shall be due to Executive payment. (b) To the maximum extent permitted under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section section 409A of the Code, the cash severance payments payable under this Agreement are intended to comply with the ?short-term deferral exception? under Treas. In additionReg. section1.409A- 1(b)(4); provided, for purposes however, any amount payable to the Executive during the six (6) month period following the Executive?s termination date that does not qualify within such exception and is deemed as deferred compensation subject to the requirements of this Agreementsection 409A of the Code, each then such amount shall hereinafter be referred to as the ?Excess Amount.? If at the time of the Executive?s termination of employment, the Company?s (or any entity required to be paid aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or benefit to be provided to otherwise and the Executive pursuant to this Agreement shall be construed is a ?specified employee? (as a separate identified payment for purposes of Section defined in section 409A of the Code and determined in the sole discretion of the Company (or any payments described herein successor thereto) in accordance with the Company?s (or any successor thereto) ?specified employee? determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that are due is payable within the “short term deferral period” as defined six (6) month period following the Executive?s termination date with the Company (or any successor thereto) for six (6) months following the Executive?s separation from service with the Company (or any successor thereto). The delayed Excess Amount shall be paid in Section 409A a lump sum to the Executive within ten (10) days following the date that is six (6) months following the Executive?s separation from service with the Company (or any successor thereto). If the Executive dies during such six (6) month period and prior to the payment of the Code shall not portion of the Excess Amount that is required to be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section delayed on account of section 409A of the Code, as such Excess Amount shall be paid to the personal representative of the date of Executive’s separation from service, then to Executive?s estate within sixty (60) days after the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s Executive?s death.

Section 409A of the Internal Revenue Code. It This Agreement is the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, not intended to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for constitute a “deferral of compensationnonqualified deferred compensation plan” within the meaning of Section 409A of the Code. In additionInternal Revenue Code of 1986, Executive’s right to reimbursement as amended, and the rules and regulations issued thereunder (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment“Section 409A”). Notwithstanding anything contained herein the foregoing, if this Agreement or any benefit paid to the contrary, Executive hereunder is subject to the extent required to avoid accelerated taxation or tax penalties under Section 409A of and if the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,Specified Employee” (as defined in under Section 409A of the Code, 409A) as of the date of Executive’s separation from servicetermination of employment hereunder, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensationbenefits, within if any, scheduled to be paid by the meaning Company to Executive hereunder during the first six (6) month period beginning on the date of a termination of employment hereunder shall be delayed during such six (6) month period and shall commence immediately following the end of such six (6) month period (and, if applicable, the period in which such payments were scheduled to be made if not for such delay shall be extended accordingly). In no event shall the Company be required to pay Executive any “gross-up” or other payment with respect to any taxes or penalties imposed under Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under with respect to any benefit paid to Executive hereunder. If you agree to the terms of this Agreement would be payable prior Severance Agreement, please sign and date the enclosed copy and return it to the six-month anniversary undersigned at the above address. By signing this Severance Agreement, you represent and agree that you have taken advantage of Executive’s separation from serviceyour right to consult with an attorney or have declined to do so, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary that you have carefully read and fully understand all of the separation from service or (B) the date provisions of Executive’s death.this Severance Agreement and that you are voluntarily entering into this Severance Agreement. Very truly yours, XXXX.XXX, INC. By: /s/ Xxxxxxxxx Xxxxxxx Title: SVP, Human Resources AGREED, this 28 day of April 2009. Sign Name: /s/ Xxxx Xxxxxx Print Name: Xxxx Xxxxxx

Section 409A of the Internal Revenue Code. It is the intent of the parties 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 interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein in this Agreement to the contrary, to the maximum extent required permitted by applicable law, amounts payable to avoid accelerated taxation or tax penalties under the Executive pursuant to Section 409A of the Code, Executive shall not 5 are intended to be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive made in reliance upon Treas. Reg. § l.409A-l(b)(4) (short-term deferral). No amounts payable under this Agreement that are payable upon the Executive’s 's termination of employment until Executive would shall be considered to have incurred payable unless the Executive's termination of employment constitutes a “"separation from service” from the Company " within the meaning of Section 409A of Treas. Reg. § l.409A-­ l(h). Furthermore, if the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed is a Specified Employee (as a separate identified payment defined for purposes of Section 409A of the Internal Revenue Code and of 1986, as amended ("Section 409A")), with respect to any payments described herein amount or benefit payable or due by reason of a separation from service that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as constitutes nonqualified deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A (after taking into account all applicable exemptions), such amounts or benefits shall not commence until after the end of the Code, (ii) is payable upon six continuous month period following the date of the Executive’s 's separation from service service, in which case, all payments and benefits delayed pursuant to this section (iiiwhether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump-sum cash payment on the first day of the seventh month following the date of the Executive's separation from service. The Company and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A. If any provision of this Agreement does not satisfy the terms requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would be payable prior subject the Executive to additional tax or interest under Section 409A, the Company shall reform the provision. However, the Company shall maintain to the six-month anniversary maximum extent practicable the original intent of Executive’s separation the applicable provision without subjecting the Executive to additional tax or interest, and the Company shall not be required to incur any additional compensation expense as a result of the reformed provision. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from serviceany or all such taxes, such interest, or penalties, or liability for any damages related thereto. The Executive acknowledges that he has been advised to obtain independent legal, tax or other counsel in connection with Section 409A. Each payment under this Agreement is intended to be a "separate payment" and not a series of payments for purposes of Section 409A. Any payments or reimbursements of any expenses provided for under this Agreement shall be delayed until the earlier made in accordance with Treas. Reg. § l.409A- 3(i)(1)(iv). With respect to occur of reimbursements or in-kind benefits provided under this Agreement: (Aa) the sixCompany will not provide for cash in lieu of a right to reimbursement or in-month anniversary kind benefits to which the Executive has a right under this Agreement, (b) any reimbursement or provision of in-kind benefits made during the Executive's lifetime (or such shorter period prescribed by a specific provision of this Agreement) shall be made not later than December 31st of the separation from service year following the year in which the Executive incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or (B) in-kind benefits provided, by the date Company in one year affect the amount of Executive’s death.expenses eligible for reimbursement or in-kind benefits to be provided, in any other taxable year. All references in this Agreement to Section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under Section 409A.

Section 409A of the Internal Revenue Code. It is Notwithstanding any provision to the intent of the parties that payments and benefits contrary in this Agreement, no payment or distribution under this Agreement comply with, or be exempt from, that constitutes an item of deferred compensation under Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended (the “Code”), to the maximum extent permitted, this Agreement shall be interpreted and administered consistent becomes payable by reason of Executive’s resignation of employment with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall each Employer will be made no later than the end to Executive unless Executive’s resignation of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for employment constitutes a “deferral of compensationseparation from service” within (as the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties term is defined in Treasury Regulations issued under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code). In addition, for For purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein Code. It is intended that are due within this Agreement shall comply with the “short term deferral period” as defined in provisions of Section 409A of the Code shall and the Treasury Regulations relating thereto so as not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to subject Executive to the contrary, if Executive is a “specified employee,” as defined in payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, as the Agreement shall be interpreted, operated, and administered, and payments hereunder reported, in a manner consistent with these intentions. To the extent that any reimbursable expenses hereunder are deemed to constitute compensation to Executive, such expenses shall be paid or reimbursed promptly, but not later than by December 31 of the date year following the year in which such expenses were incurred. The amount of such expenses eligible for reimbursement in one calendar year shall not affect the amount of expenses eligible for reimbursement in any other calendar year, and Executive’s separation from service, then right to the extent reimbursement of any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would such expenses shall not be payable prior subject to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service liquidation or (B) the date of Executive’s deathexchange for any other benefit.

Section 409A of the Internal Revenue Code. It is the intent of the parties that payments and benefits No amounts payable under this Agreement upon the Executive’s termination of employment shall be payable unless the Executive’s termination of employment constitutes a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h). The Company and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with, or be exempt from, with Section 409A of the Internal Revenue Code andof 1986, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intentas amended (“Section 409A”). With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to To the extent that the right any payment or benefit pursuant to reimbursement does not provide for this Agreement constitutes a “deferral of compensation” within the meaning of subject to Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein after taking into account to the contrary, to the maximum extent required to avoid accelerated taxation or tax penalties under Section possible any applicable exemptions) (a “409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are Payment”) treated as payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from , then, if on the Company within the meaning of Section 409A date of the Code. In additionExecutive’s separation from service, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” (as defined in under Section 409A), then to the extent required for the Executive not to incur additional taxes pursuant to Section 409A, no such 409A Payment shall be made to the Executive sooner than the earlier of the Code, as of the date of (a) six (6) months after Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service ; or (Bb) the date of Executive’s death.. Should this Section 6 otherwise result in the delay of in-kind benefits, any such benefit shall be made available to Executive by the Company during such delay period at Executive’s expense. Should this Section 8 result in payments or benefits to Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 8, as well as reimbursement of the amount Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump-sum on the 409A Payment Date without interest. If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A, the Company shall reform the provision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Company shall not be required to incur any additional compensation expense as a result of the reformed provision. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability for any damages related thereto. The Executive acknowledges that he has been advised to obtain independent legal, tax or other counsel in connection with Section 409A. Each payment under this Agreement is intended to be a “separate payment” and not a series of payments for purposes of Section 409A. Any payments or reimbursements of any expenses provided for under this Agreement shall be made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv). All references in this Agreement to Section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under Section 409A.

Section 409A of the Internal Revenue Code. It is the intent of the parties that payments and Amounts payable or benefits provided under this Agreement comply with, or are intended to be exempt from, from or meet the requirements of Section 409A of the Internal Revenue Code and(“Code Section 409A”), accordingly, to the maximum extent permitted, this Agreement and shall be interpreted and administered consistent with such that intent. With respect to expenses eligible for reimbursement under the terms Notwithstanding any other provision of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that an amount or benefit under this Agreement provides for the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Code Section 409A and is payable as the result of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contraryseparation, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,Specified Employee” as defined in under the Section 409A Specified Employee Policy of the CodeTelephone and Data Systems, Inc. and its Affiliates as of the date of Executive’s separation from serviceseparation, then to the extent any no such amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment or benefit shall be delayed until paid or provided during the earlier to occur of (A) the six-month anniversary of the separation from service or (B) period beginning on the date of Executive’s death.separation and ending on the date that is six months following the date of Executive’s separation. The amount of any payment or benefit that otherwise would be paid or provided to Executive under this Agreement during this period instead shall be paid or provided to Executive on the first business day coincident with or next following the date that is six months and one day following the date of Executive’s separation. Each payment or benefit under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. EXECUTIVE AND THE COMPANY EXPRESSLY WARRANT AND REPRESENT THAT THEY HAVE READ THIS AGREEMENT IN ITS ENTIRETY, THAT THEY UNDERSTAND EACH OF ITS TERMS, THAT THEY HAVE REVIEWED THIS AGREEMENT WITH INDIVIDUALS OF THEIR OWN CHOOSING, AND THAT THEY HAVE ENTERED INTO THIS AGREEMENT VOLUNTARILY AND INTEND TO BE BOUND THEREBY. AGREED AND ACCEPTED:USCC SERVICES, LLC. ________________________________ By: ______________________________ [Name] Title: ______________________________Title: ______________________________ Dated: __________________________ Dated: ______________________________ Attachment USCC SERVICES, LLC

Section 409A of the Internal Revenue Code. It is the intent of the parties 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 This Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the in a manner so that any amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses or benefit payable hereunder shall be made no later than paid or provided in a manner that is either exempt from or compliant with the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of requirements Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or paymentCode and applicable advice and regulations issued thereunder. Notwithstanding anything contained herein in this Agreement to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each any amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and any payments described herein that are due within would otherwise be payable or distributable under the “short term deferral period” as defined in Section 409A Agreement by reason of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contraryoccurrence of a Change in Control, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of or Executive’s separation from service, such amount or benefit will not be payable or distributable to the Executive by reason of such circumstance unless (i) the circumstances giving rise to such Change in Control or separation from service meet any description or definition of “change in control event” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. Also, to the extent that the time and/or form of payment of any non-exempt “deferred compensation” would change based on whether or not a Change in Control has occurred, the time and form of payment shall not change unless the circumstances giving rise to such Change in Control meet any description or definition of “change in control event” in Section 409A of the Code and applicable regulations. This provision does not prohibit the vesting of any amount upon a Change in Control or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the next earliest payment or distribution date or event specified in the Agreement that is permissible under Section 409A. Whenever in this Agreement the provision of a payment or benefit is conditioned on Executive’s execution and non-revocation of a release of claims, such release must be executed, and all revocation periods shall have expired, within 60 days after the date of termination of Executive’s employment, but the Company may elect to commence payment at any time during such 60-day period. If any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of the Executive’s separation from service during a period in which she is a “specified employee” (as defined in Code Section 409A and applicable regulations), then payment or commencement of such non-exempt amounts or benefits shall be delayed until the earlier to occur of (A) the six-month anniversary of the Executive’s death or the first day of the seventh month following the Executive’s separation from service or (B) service.” Except as expressly amended hereby, the date terms of Executive’s deaththe Agreement shall be and remain unchanged and the Agreement as amended hereby shall remain in full force and effect.

Section 409A of the Internal Revenue Code. It This Award is the intent of the parties that payments and benefits under this Agreement intended to comply with, or be exempt from, with Section 409A of the Internal Revenue Code and, accordingly, to and the maximum extent permitted, this Agreement shall be interpreted Treasury Regulations and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: other guidance promulgated or issued thereunder (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case“Section 409A”), to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning requirements of Section 409A are applicable thereto, and the provisions of this Agreement shall be construed in a manner consistent with that intention. Notwithstanding the foregoing, the Company does not make any representation to the Participant that the RSUs awarded pursuant to this Agreement are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless the Participant for any tax, additional tax, interest or penalties that the Participant may incur in the event that any provision of this Agreement, or any amendment or modification thereof or any other action taken with respect thereto is deemed to violate any of the Code. In addition, Executive’s right to reimbursement (requirements of Section 409A. Notwithstanding any provision in the Plan or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein this Agreement to the contrary, to the extent required to avoid accelerated taxation or tax penalties it is determined that any payments under this Agreement constitute “deferred compensation” under Section 409A of that is payable on the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon ExecutiveParticipant’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” (as defined in Section 409A of 409A), and that the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive Participant is a “specified employee,” as such term is defined in Section section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under section 409A of the Code, as the timing of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment payments shall be delayed until the earlier to occur of (A) six months and one day after the six-month anniversary of the Participant’s separation from service or (B) the date of Executivethe Participant’s death, at which time the Company shall issue to the Participant all shares that the Participant would have otherwise received through the delayed payment date. For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Participant is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

Section 409A of the Internal Revenue Code. It This Agreement is intended to comply with the intent requirements of Section 409A, and the parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the provisions of Section 409A, the remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this Agreement to fail to comply with Section 409A, and, upon so agreeing, shall incorporate such substituted provisions into this Agreement. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Contractor by Section 409A or damages for failing to comply with Section 409A. A termination of the parties Agreement shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit constituting “deferred compensation” under Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Company would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the meaning of Section 409A and, at the time of Contractor’s “separation from service” Contractor is a “specified employee” within the meaning of Section 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the date of Contractor’s “separation from service”. Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to Contractor shall in no event be paid later than the end of the calendar year next following the calendar year in which Contractor incurs such expense or pays such related tax. Unless otherwise permitted by Section 409A, the right to reimbursement or in-kind benefits under this Agreement comply with, shall not be subject to liquidation or be exempt from, Section 409A exchange for another benefit and the amount of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredreimbursement, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot benefits to be liquidated or exchanged for provided, respectively, in any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathtaxable year.

Section 409A of the Internal Revenue Code. It This Agreement is intended to comply with the intent requirements of Section 409A and the parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the provisions of Section 409A, the remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this Agreement to fail to comply with Section 409A, and, upon so agreeing, shall incorporate such substituted provisions into this Agreement. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Contractor by Section 409A or damages for failing to comply with Section 409A. A termination of the parties Agreement shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit constituting “deferred compensation” under Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Company would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the meaning of Section 409A and, at the time of Contractor’s “separation from service” Contractor is a “specified employee” within the meaning of Section 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the date of Contractor’s “separation from service”. Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to Contractor shall in no event be paid later than the end of the calendar year next following the calendar year in which Contractor incurs such expense or pays such related tax. Unless otherwise permitted by Section 409A, the right to reimbursement or in-kind benefits under this Agreement comply with, shall not be subject to liquidation or be exempt from, Section 409A exchange for another benefit and the amount of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredreimbursement, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot benefits to be liquidated or exchanged for provided, respectively, in any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathtaxable year.

Section 409A of the Internal Revenue Code. It This Agreement is the intent of the parties that payments and benefits under this Agreement intended to comply with, or otherwise be exempt from, Section 409A of the Internal Revenue Code andof 1986, accordingly, as amended and the regulations promulgated thereunder (“Section 409A”). Notwithstanding any provision to the maximum extent permittedcontrary in this Agreement, no payment or distribution under this Agreement shall be interpreted that constitutes an item of deferred compensation under Section 409A, and administered consistent becomes payable by reason of Executive’s termination of employment with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall Company will be made no later than the end to Executive unless Executive’s termination of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for employment constitutes a “deferral of compensationseparation from service” within (as the meaning of term is defined Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits409A) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A in respect of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Codesuch amounts. In addition, for For purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A. It is intended that this Agreement shall comply with the provisions of Section 409A so as not to subject Executive to the payment of additional taxes and interest under Section 409A. In furtherance of this intent, the Agreement shall be interpreted, operated, and administered in a manner consistent with these intentions. Amounts reimbursable under this Agreement shall be reimbursed promptly, but in any event no later than by December 31 of the Code year following the year in which such expenses were incurred. The amount of such expenses eligible for reimbursement in one calendar year shall not affect the amount of expenses eligible for reimbursement in any other calendar year, and Executive’s right to reimbursement of any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code such expenses shall not be treated as deferred compensation unless applicable law requires otherwisesubject to liquidation or exchange for any other benefit. Notwithstanding anything contained herein to The Company makes no representation that any or all of the contrary, if Executive is a “specified employee,” as defined payments described in this Agreement will be exempt from or comply with Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.

Section 409A of the Internal Revenue Code. It is the intent of the parties 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 interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms The provisions of this Agreement: Paragraph 5(n) shall only apply if Employee is an individual who is subject to Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the "Code"). In additionsuch event, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for notwithstanding any other benefit or payment. Notwithstanding anything contained provision herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A for all purposes of the Codethis Agreement, Executive Employee shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred with the Company when Employee incurs a “"separation from service” from " with the Company within the meaning of Section 409A 409A(a)(2)(A)(i) of the CodeCode and applicable administrative guidance issued thereunder. In addition, for purposes of this Agreement, each amount to be paid the coverage (or benefit to equivalent benefits) required under Paragraph 3(b) hereof shall be provided to Executive pursuant to this Agreement Employee through an arrangement that does not result in the benefits or reimbursements under such arrangement being includable in Employee's income under the Code. Further, any reimbursement of reasonable attorneys' fees and disbursements required under Paragraph 5(b) hereof shall be construed as a separate identified payment for purposes made not later than the close of Section 409A Employee's taxable year following the taxable year in which Employee incurs the expense; provided, however, that, (i) upon Employee's termination of employment with the Code and Company, in no event shall any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not additional reimbursement be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein made prior to the contrary, if Executive date that is a “specified employee,” as defined in six months after the date of Employee's termination of employment to the extent such payment delay is required under Section 409A 409A(a)(2)(B)(i) of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, and (ii) is payable upon Executive’s separation from service in no event shall any reimbursement be made to Employee for such fees and (iii) under disbursements incurred after the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur later of (A) the six-month anniversary of the separation from service Employee's death or (B) the date that is 10 years after the date of Executive’s deathEmployee's termination of employment with the Company."

Section 409A of the Internal Revenue Code. It is the intent of the parties that payments and benefits under Notwithstanding anything contained in this Agreement comply with, or be exempt from, Section 409A of to the Code and, accordinglycontrary, to the maximum extent permittedpermitted by applicable law, this Agreement shall be interpreted and administered consistent with such intent. With respect amounts payable to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall Executive pursuant to Section 5 are intended to be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, reliance upon Treas. Reg.§ 1.409A-1(b)(4) (short-term deferral). If and only to the extent that any payment or benefit is determined to constitute nonqualified deferred compensation subject to Section 409A of the right to reimbursement does not provide for Internal Revenue Code of 1986, as amended (“Section 409A”), no amounts payable under this Agreement upon the Executive’s termination of employment shall be payable unless the Executive’s termination of employment constitutes a “deferral separation from service” within the meaning of compensation” Treas. Reg. § 1.409A-1(h). Furthermore, if the Executive is a Specified Employee (as defined for purposes of Section 409A), with respect to any amount or benefit payable or due by reason of a separation from service that constitutes nonqualified deferred compensation within the meaning of Section 409A (after taking into account all applicable exemptions), such amounts or benefits shall not commence until after the end of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of six continuous month period following the date of the Executive’s separation from service, then in which case, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the extent any amount payable under this Agreement (i) constitutes Executive in a lump-sum cash payment on the payment of nonqualified deferred compensation, within the meaning of Section 409A first day of the Code, (ii) is payable upon Executive’s separation from service and (iii) under seventh month following the terms date of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service. The Company and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A. If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A, the Company shall reform the provision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Company shall not be required to incur any additional compensation expense as a result of the reformed provision. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive under Section 409A, unless the direct result of the Company’s breach of its obligations hereunder. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability for any damages related thereto. The Executive acknowledges that he has been advised to obtain independent legal, tax or other counsel in connection with Section 409A. Each payment under this Agreement is intended to be a “separate payment” and not a series of payments for purposes of Section 409A. Any payments or reimbursements of any expenses provided for under this Agreement shall be delayed until the earlier made in accordance with Treas. Reg. § l.409A-3(i)(l)(iv). With respect to occur of reimbursements or in-kind benefits provided under this Agreement: (Aa) the sixCompany will not provide for cash in lieu of a right to reimbursement or in-month anniversary kind benefits to which the Executive has a right under this Agreement, (b) any reimbursement or provision of in-kind benefits made during the Executive’s lifetime (or such shorter period prescribed by a specific provision of this Agreement) shall be made not later than December 31st of the separation from service year following the year in which the Executive incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or (B) in-kind benefits provided, by the date Company in one year affect the amount of Executive’s death.expenses eligible for reimbursement or in-kind benefits to be provided, in any other taxable year. All references in this Agreement to Section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under Section 409A.

Section 409A of the Internal Revenue Code. It This Agreement is the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, not intended to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for constitute a “deferral of compensationnonqualified deferred compensation plan” within the meaning of Section 409A of the Code. In additionInternal Revenue Code of 1986, Executive’s right to reimbursement as amended, and the rules and regulations issued thereunder (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment“Section 409A”). Notwithstanding anything contained herein the foregoing, if this Agreement or any benefit paid to the contrary, Executive hereunder is subject to the extent required to avoid accelerated taxation or tax penalties under Section 409A of and if the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,Specified Employee” (as defined in under Section 409A of the Code, 409A) as of the date of Executive’s termination of employment hereunder, then the payment of benefits, if any, scheduled to be paid by the Company to Executive hereunder during the first six (6) month period following the date of a termination of employment hereunder shall not be paid until the earlier of seven (7) months following the date of such termination of employment or Executive’s death (along with interest for the period of such delay at the then applicable borrowing rate of the Company as of the commencement of such delay). In no event shall the Company be required to pay Executive any “gross-up” or other payment with respect to any taxes or penalties imposed under Section 409A with respect to any benefit paid to Executive hereunder. The Company agrees to take any reasonable steps requested by Executive to avoid adverse tax consequences to Executive as a result of any benefit to Executive hereunder being subject to Section 409A, provided that Executive shall, if requested, reimburse the Company for any incremental costs (other than incidental costs) associated with taking such steps. For purposes of this Agreement and the Standard Terms and Conditions, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination of employment with the Company that constitutes a “separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, ” within the meaning of Treasury Regulation Section 409A 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. To the extent that any reimbursement pursuant to this Agreement or the Standard Terms and Conditions is taxable to Executive, Executive shall provide the Company with documentation of the Coderelated expenses promptly so as to facilitate the timing of the reimbursement payment contemplated by this subsection, (ii) is payable upon Executive’s separation from service and (iii) under any reimbursement payment due to Executive pursuant to such provision shall be paid to Executive on or before the terms of this Agreement would be payable prior to the six-month anniversary last day of Executive’s separation from service, taxable year following the taxable year in which the related expense was incurred. Such reimbursement obligations pursuant to this Agreement are not subject to liquidation or exchange for another benefit and the amount of such payment benefits that Executive receives in one taxable year shall be delayed until not affect the earlier to occur amount of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.such benefits that Executive receives in any other taxable year. [The Signature Page Follows]

Section 409A of the Internal Revenue Code. It is the intent of the parties intended that payments and benefits under this Agreement comply with, or be exempt from, with Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended, to and the maximum extent permitted, this Agreement rules and regulations issued thereunder (“Section 409A”) and shall be interpreted and administered consistent operated consistently with such that intent. With respect Notwithstanding the foregoing, if this Agreement or any benefit paid to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, Executive hereunder is subject to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of and if the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,Specified Employee” (as defined in under Section 409A of the Code, 409A) as of the date of Executive’s termination of employment hereunder, then the payment of benefits, if any, scheduled to be paid by the Company to Executive hereunder during the first six (6) month period beginning on the date of a termination of employment hereunder shall be delayed during such six (6) month period and shall commence immediately following the end of such six (6) month period (and, if applicable, the period in which such payments were scheduled to be made if not for such delay shall be extended accordingly). In no event shall the Company be required to pay Executive any “gross-up” or other payment with respect to any taxes or penalties imposed under Section 409A with respect to any benefit paid to Executive hereunder. For purposes of this Agreement, the terms “termination,” “termination of employment” and “resignation” (and variations thereof) shall mean Executive’s “separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, ” within the meaning of Section 409A 1.409A-1(h) of the CodeTreasury Regulations promulgated under Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under applying the default terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deaththereof.