Common use of Section 409A Clause in Contracts

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this Agreement are intended to comply with Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this This Agreement are is intended to comply with Section 409A of the Code, Code and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall will be construed and administered in accordance with such intentinterpreted accordingly. Any payments References under this Agreement that may to Executive’s termination of employment shall be excluded deemed to refer to the date upon which Executive has experienced a “separation from service” within the meaning of Section 409A either as separation pay due of the Code. Notwithstanding anything herein to an involuntary the contrary, (i) if at the time of Executive’s separation from service or with the Company Executive is a “specified employee” as a short-term deferral shall be excluded from defined in Section 409A to of the maximum extent possible. Notwithstanding Code (and any related regulations or announcements thereunder) and the foregoing, deferral of the Company makes no representations that the commencement of any payments or benefits otherwise payable hereunder or payable under any other compensatory arrangement between Executive and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all as a result of such separation from service is necessary in order to prevent any accelerated or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with additional tax under Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) 409A of the Code, to then the extent delayed Company will defer the commencement of the payment of any portion such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s separation from service (or the earliest date as is permitted under Section 409A of the benefits to Code), at which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, point all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement 21 shall be paid to Executive no later than 30 days after in a lump sum and (ii) if any payments of money or other benefits due to Executive provides hereunder could cause the Company application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with a written request for reimbursementTreas. Reg. Section 1.409A-3(i)(l)(iv). Additionally, and to the extent that Executive’s receipt of any in-kind benefits from the Company or its affiliates must be delayed pursuant to this Section 21 due to his status as a “specified employee,” Executive may elect to instead purchase and receive such reimbursements are deemed benefits during the period in which the provision of benefits would otherwise be delayed by paying the Company (or its affiliates) for the fair market value of such benefits (as determined by the Company in good faith) during such period. Any amounts paid by Executive pursuant to constitute the preceding sentence shall be reimbursed to Executive as described above on the date that is six months following his separation from service. Each payment made under this Agreement shall be designated as a “nonqualified deferred compensationseparate payment” within the meaning of Section 409A (i) such amounts of the Code. The Company shall be paid consult with Executive in good faith regarding the implementation of the provisions of this Section 21, provided that neither the Company nor any of its employees or reimbursed representatives shall have any liability to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effectrespect thereto. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this Agreement are intended to comply with Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement The Company intends that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the all payments and benefits provided under this Agreement or otherwise are exempt from, or compliant comply with, the requirements of Section 409A so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities and ambiguous terms in no event shall this Agreement will be interpreted in accordance with this intent. No payments or benefits to be provided to Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the Company “Deferred Payments”) will be paid or any otherwise provided until Executive has a “separation from service” within the meaning of its affiliates Section 409A. To the extent required to be liable for all exempt from or any portion comply with Section 409A, references to the termination of any taxes, penalties, interest Executive’s employment or other expenses that may be incurred by Executive on account similar phrases used in this Agreement will mean Executive’s “separation from service” within the meaning of non-compliance with Section 409A. (bi) If Any payments or benefits paid or provided under this Agreement that satisfy the requirements of the “short-term deferral” rule under Treasury Regulations Section 1.409A-1(b)(4), or that qualify as payments made as a result of an involuntary separation from service under Treasury Regulations Section 1.409A-1(b)(9)(iii) that is within the limit set forth thereunder, will not constitute Deferred Payments for purposes of this Section 5(e). (ii) Notwithstanding any provisions to the contrary in this Agreement, if Executive is deemed a “specified employee” within the meaning of Section 409A at the time of Executive’s Separation separation from Service service (other than due to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Codedeath), to the extent delayed commencement of then any portion of the payments or benefits to which Executive is entitled under this Agreement is required that constitute Deferred Payments payable within the first 6 months after Executive’s separation from service instead will be payable on the date 6 months and 1 day after Executive’s separation from service; provided that in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion event of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- death within such 6-month period measured from the date of Executive’s Separation from Service or period, any payments delayed by this subsection (ii) will be paid to Executive in a lump sum as soon as administratively practicable after the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to To the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, is not a specified employee but in no event later than December 31 of Executive’s Qualifying Termination occurs at a time during the year whereby the Release Deadline Date will occur in the year immediately following the year in which the expense is incurredQualifying Termination occurs, (ii) the amount of then any such payments eligible for reimbursement in one year shall not affect the payments or expenses benefits under this Agreement that are eligible for payment or reimbursement in any other taxable year, and constitute Deferred Payments that otherwise would be payable prior to the Release Deadline Date instead will be paid on the first regularly scheduled payroll date of the applicable Company Group member following the Release Deadline Date. (iii) Executive’s The Company reserves the right to such payments amend this Agreement as it considers necessary or reimbursement shall not be subject to liquidation advisable, in its sole discretion and without the consent of Executive or exchange for any other benefit; providedindividual, that to comply with any provision required to avoid the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) imposition of the Code solely because such expenses are subject additional tax imposed under Section 409A or to a limit related otherwise avoid income recognition under Section 409A prior to the period in which the arrangement actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is in effect. (d) For purposes of Section 409A (including, without limitation, intended to constitute a separate payment for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(iii1.409A-2(b)(2)), . In no event will Executive have any discretion to choose Executive’s right taxable year in which any payments or benefits are provided under this Agreement. In no event will the Company or any parent, subsidiary or other affiliate of the Company have any responsibility, liability or obligation to receive installment payments under the Agreement shall reimburse, indemnify or hold harmless Executive for any taxes, penalties or interest that may be treated imposed, or other costs that may be incurred, as a right to receive a series result of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.Section 409A.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of The benefits provided under this Agreement are intended to comply with qualify for one or more exemptions from application of Section 409A to the maximum extent such exemptions are available. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, the following provisions shall apply. (a) Notwithstanding anything to the contrary set forth herein, the Executive shall receive the severance benefits described in this Agreement (the “Severance Benefits”) if and only if Executive duly executes and returns to the Company within the applicable Treasury regulations time period set forth therein, the Release and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered permits the release of claims contained therein to become effective in accordance with its terms no later than (60 days following the Date of Termination (such intentlatest permitted date, the “Release Deadline”)). Any To the extent the Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which the Executive separates from service, the Release will not be deemed effective any earlier than the Release Deadline. Notwithstanding any other payment schedule set forth in this Agreement, none of the Severance Benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the Release. Except to the extent that payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A delayed until the Specified Employee Initial Payment Date pursuant to the maximum extent possible. Notwithstanding following paragraph, on the foregoingfirst regular payroll pay day following the effective date of the Release, the Company makes no representations that will pay the payments and benefits provided Executive the Severance Benefits the Executive would otherwise have received under this the Agreement are exempt fromon or prior to such date but for the delay in payment related to the effectiveness of the Release, or compliant with, Section 409A and in no event shall with the Company or any balance of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.the Severance Benefits being paid as originally scheduled. (b) If Executive is deemed Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s Separation separation from Service to be service within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” for purposes within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of payment or benefit that the benefits Executive becomes entitled to which Executive is entitled under this Agreement is required in order on account of the Executive’s separation from service would be considered deferred compensation otherwise subject to avoid the 20% additional tax imposed pursuant to Section 409A(a) of the Code as a prohibited distribution under result of the application of Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409ACode, such portion of Executive’s benefits payment shall not be payable and such benefit shall not be provided to Executive prior to until the date that is the earlier of (iA) six months and one day after the Executive’s separation from service, or (B) the expiration Executive’s death (the “Specified Employee Initial Payment Date”). If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) installments shall be paid payable in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided hereinaccordance with their original schedule. (c) Any reimbursements payable to Executive pursuant to the All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be paid to Executive no later than 30 days after Executive provides provided by the Company with a written request or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursementreimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (d) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) benefit is payable upon the Executive’s right to termination of employment, then such payments or reimbursement benefits shall not be subject payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). (e) The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to liquidation or exchange for any other benefit; providedits compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the foregoing clause shall not Code. The Parties agree that this Agreement may be violated amended, as reasonably requested by either party in good faith, and as may be necessary to fully comply with regard to expenses reimbursed under any arrangement covered by Section 105(b) 409A of the Code solely because such expenses are subject and all related rules and regulations in order to a limit related preserve the intended payments and economic benefits provided hereunder to the period in which the arrangement is in effectmaximum extent possible without additional cost to either party. (df) For purposes The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A (includingof the Code but do not satisfy an exemption from, without limitationor the conditions of, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentsuch Section.

Section 409A. (a) Notwithstanding any provision anything to the contrary in this Agreement: (a) All herein, the following provisions of this Agreement apply to the extent severance benefits provided herein are intended subject to comply with Section 409A of the Code, Code and the applicable Treasury regulations and administrative other guidance issued thereunder and any state law of similar effect (collectively, collectively “Section 409A”) or an exemption therefrom ). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded the severance benefits are intended to satisfy the exemptions from application of Section 409A either as separation pay due to an involuntary provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is, upon separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoingservice, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order necessary to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a adverse personal tax obligation consequences under Section 409A, such portion the timing of Executive’s the severance benefits payments shall not be provided to Executive prior to delayed until the earlier of (i) the expiration of the six- month period measured from the date of six (6) months and one day after Executive’s Separation separation from Service service, or (ii) the date of Executive’s death. Upon The parties acknowledge that the expiration exemptions from application of Section 409A to severance benefits are fact specific, and any later amendment of this Agreement to alter the timing, amount or conditions that will trigger payment of severance benefits may preclude the ability of severance benefits provided under this Agreement to qualify for an exemption. (b) It is intended that this Agreement shall comply with the requirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify the Executive for any taxes or interest that may be assessed by the IRS pursuant to Section 409A of the applicable Code Section 409A(a)(2)(B)(i) period, all to payments deferred made pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to Agreement. To the extent that any such reimbursements severance benefit payments are deemed delayed as required by this Agreement due to constitute “nonqualified deferred compensation” within the meaning application of Section 409A (i) such amounts 409A, all suspended payments shall earn and accrue interest at the prevailing “Prime Rate” of interest as published by The Wall Street Journal at the time the payment is made, and any suspended payment when so made, shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated made as a right to receive a series of separate payments andlump sum payment, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentincluding accrued interest.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (ai) All provisions of this Agreement The payments under Section 5 are intended to comply with qualify for the short-term deferral exception to Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder Code (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered described in accordance with such intent. Any payments the regulations promulgated under this Agreement that may be excluded from Section 409A either as (the “Section 409A Regulations”) to the maximum extent possible, and to the extent they do not so qualify, they are intended to qualify for the involuntary separation pay due plan exception to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A described in the Section 409A Regulations to the maximum extent possible. Notwithstanding To the extent Section 409A is applicable to this Agreement, this Agreement is intended to comply with Section 409A, and shall be interpreted and construed and shall be performed by the parties consistent with such intent, and the Company shall have no right, without Executive’s consent, to accelerate any payment or the provision of any benefits under this Agreement if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A. To the extent any payment hereunder is determined to be deferred compensation subject to Section 409A and the timing of such payment is conditioned on the Release becoming effective, then to the extent required to avoid penalty under Section 409A, any such payment hereunder that could be paid in either of two taxable years shall be made in the second taxable year. (ii) Without limiting the generality of the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes within the meaning of Section 409A(a)(2)(B)(i) 409A, as determined under the Company’s established methodology for determining specified employees, on the date of the Codetermination of employment, then to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under comply with Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following such portion of Executive’s benefits termination date shall not instead be provided paid (together with interest at the then current six-month LIBOR rate) on the first business day after the first to Executive prior to the earlier occur of (i) the expiration of the six- month period measured from the date of that is six months following Executive’s Separation from Service or termination of employment and (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (ciii) Any reimbursements Except as expressly provided otherwise herein, no reimbursement payable to Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company covered by this Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursementlast day of the calendar year following the calendar year in which the related expense was incurred, and no such reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that any such reimbursements are deemed the right to constitute reimbursement does not provide for a “nonqualified deferred deferral of compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effectCode. (div) For purposes of this Agreement, the terms “terminate,” “terminated” and “termination” mean a termination of Executive’s employment that constitutes a “separation from service” within the meaning of the default rules of Section 409A (includingof the Code; provided, without limitationhowever, for purposes that, in the event of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive installment payments under Permanent Disability, “separation from service” means the Agreement shall be treated as a right to receive a series date that is six months after the first day of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentdisability.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All contrary, all provisions of this Agreement are intended to be construed and interpreted to comply with section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), to the extent applicable. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A of and, if necessary, any such provision shall be deemed amended to comply with Section 409A and the Coderegulations thereunder. Severance benefits under this Agreement are intended to be exempt from Section 409A under the “short-term deferral” exception, to the maximum extent applicable, and any remaining amount is intended to be exempt from Section 409A under the applicable Treasury regulations and administrative guidance issued thereunder (collectively“separation pay” exception, “Section 409A”) or an exemption therefrom and shall to the maximum extent applicable. All payments to be construed and administered in accordance with such intent. Any payments made upon a termination of employment under this Agreement that may be excluded from constitute deferred compensation subject to Section 409A either as separation pay due to an involuntary will only be paid upon a “separation from service or as a short-term deferral shall be excluded from service” within the meaning of Section 409A 409A. Notwithstanding anything in this Agreement to the maximum extent possible. Notwithstanding the foregoingcontrary, the Company makes no representations that the payments and benefits provided under this Agreement if required by Section 409A, if you are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be considered a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement 409A and if payment of any portion of the benefits to which Executive is entitled amounts under this Agreement is are required in order to avoid be delayed for a prohibited distribution under Section 409A(a)(2)(B)(i) period of the Code which would subject Executive six months after separation from service pursuant to a tax obligation under Section 409A, payment of such portion of Executive’s benefits amounts shall not be provided to Executive prior to delayed as required by Section 409A and the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) accumulated amounts shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. payment within ten (c10) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 end of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) six-month period. For purposes of Section 409A (including409A, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments each payment under the this Agreement shall be is treated as a separate payment and the right to receive a series of installment payments is treated as the right to a series of separate payments andpayments. In no event may you, accordinglydirectly or indirectly, each installment payment hereunder designate the calendar year of payment. No action or failure to act pursuant to this paragraph shall at all times be considered a separate subject the Company nor any affiliate thereof to any claim, liability or expense, and distinct payment.none of the Company nor any affiliate thereof shall have any obligation to indemnify or otherwise protect you from the obligation to pay any taxes pursuant to Section 409A.

Section 409A. Notwithstanding any provision anything to the contrary in this Agreement: , if at the time of the Executive’s separation from service with the Company, the Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (a) All provisions of this Agreement are intended to comply the “Code”), as determined by the Company in accordance with Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) deferral of the commencement of any payments or an exemption therefrom and shall be construed and administered in accordance with benefits otherwise payable hereunder as a result of such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service is necessary in order to prevent any accelerated or as a short-term deferral shall be excluded from additional tax under Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to then the extent delayed Company will defer the commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount payment of any such payments eligible for reimbursement or benefits hereunder (without any reduction in one year shall not affect the payments or expenses benefits ultimately paid or provided to the Executive) until the date that are eligible for payment or reimbursement in any other taxable year, and is at least six (iii6) months following the Executive’s right to such payments separation from service with the Company (or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed earliest date permitted under any arrangement covered by Section 105(b) 409A of the Code solely because such expenses are subject Code), whereupon the Company will pay the Executive a lump-sum amount equal to a limit related the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement during the period in which the arrangement is such payments or benefits were deferred. Thereafter, payments will resume in effect. (d) accordance with this Agreement. For purposes of Section 409A (includingof the Code, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under the Agreement shall this Agreement, including each payment made after a “separation from service,” will be treated considered as a right to receive a series of separate payments payments. This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the Agreement become subject to (a) the gross income inclusion set forth within Code Section 409A(a)(1)(A) or (b) the interest and additional tax set forth within Code Section 409A(a)(1)(B) (together, referred to herein as the “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A Penalties. In no event shall the Company be required to provide a tax gross-up payment to Executive with respect to Section 409A Penalties. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, accordinglyif timely submitted, each installment payment hereunder reimbursement payments shall at all times be considered a separate promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and distinct paymentreimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. Notwithstanding The parties intend that any provision compensation, benefits and other amounts payable or provided to the contrary in this Agreement: (a) All provisions of Executive under this Agreement are intended to comply be paid or provided in compliance with Section 409A of the CodeInternal Revenue Code of 1986 and all regulations, guidance, and the applicable Treasury regulations and administrative guidance other interpretative authority issued thereunder (collectively, “Section 409A”) such that there will be no adverse tax consequences, interest or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments penalties for the Executive under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that result of the payments and benefits so paid or provided to him. The parties agree to modify this Agreement, or the timing (but not the amount) of the payment of the severance or other compensation, or both, to the extent necessary to comply with Section 409A. In addition, notwithstanding anything to the contrary contained in any other provision of this Agreement, the payments and benefits to be provided to the Executive under this Agreement are exempt from, or compliant with, shall be subject to the provisions set forth below. a. Any payment subject to Section 409A and that is triggered by a termination from employment shall be triggered by a “separation from service,” as defined in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with regulations issued under Section 409A. b. Each payment under this Agreement will be considered a “separate payment” and not one of a series of payments for purposes of Section 409A of the Code. c. It is intended that the payments to be made to the Executive under this Agreement upon a termination of employment shall be exempt from Section 409A as a “short-term deferral” under applicable Treasury regulations. In the event that such exemption does not apply, and any payment (bor portion thereof) If is not otherwise exempt from Section 409A, if the Executive is deemed at the time of Executive’s Separation from Service to be then a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A 409A(a)(2)(B) of the Code (i) as determined by the Company), then any such amounts non-exempt payment otherwise due to the Executive during the first six months following the Executive’s termination of employment will be held until and paid on the day following the expiration of such six-month period. d. All expenses eligible for reimbursement hereunder that are taxable to the Executive shall be paid or reimbursed to the Executive promptly, but no earlier than in the seventh month after separation from service and no event later than December 31 of the calendar year following the calendar year in which such expenses were incurred. The expenses incurred by the expense is incurred, (ii) the amount of Executive in any such payments calendar year that are eligible for reimbursement in one year under this Agreement shall not affect the payments or expenses incurred by the Executive in any other calendar year that are eligible for payment or reimbursement in any other taxable year, and (iii) hereunder. The Executive’s right to such payments or receive any reimbursement hereunder shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this Agreement are intended to comply with Section 409A of If the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes within the meaning of Treasury Regulation Section 409A(a)(2)(B)(i1.409A-1(i) as of the Code, to the extent delayed commencement of any portion date of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits Separation from Service, the Executive shall not be provided entitled to Executive prior any payment or benefit pursuant to Sections 5.3(b) or (c) until the earlier of (i) the expiration of the six- month period measured from the date of which is six (6) months after Executive’s Separation from Service for any reason other than death, or (ii) the date of the Executive’s death. Upon The provisions of this paragraph shall only apply if, and to the expiration extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the applicable Code Code. For purposes of clarity, the six (6) month delay shall not apply in the case of any short-term deferral as contemplated by Treasury Regulation Section 409A(a)(2)(B)(i1.409A-1(b)(4) period, all payments deferred pursuant or severance pay contemplated by Treasury Regulation Section 1.409A-1(b)(9)(iii) to the extent of the limits set forth therein. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’s Separation from Service that are not so paid by reason of this Section 4.3(b5.7(a) shall be paid (without interest) as soon as practicable (and in a lump sum all events within thirty (30) days) after the date that is six (6) months after the Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the Executive’s death). (b) To the extent that any benefits pursuant to Sections 5.3(b)(ii) or (c)(ii) or reimbursements pursuant to Section 4 are taxable to the Executive, and any remaining payments reimbursement payment due under to the Agreement Executive pursuant to any such provision shall be paid as otherwise provided hereinto the Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The benefits and reimbursements pursuant to Sections 5.3(b)(ii) and (c)(ii) and Section 4 are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any other taxable year. (c) Any reimbursements payable to Executive pursuant to the installment payments provided for in this Agreement shall be paid to Executive no later than 30 days after Executive provides treated as separate payments for purposes of Section 409A of the Company with a written request for reimbursement, and to Code. To the extent that required to avoid the imputation of any such reimbursements are deemed tax, penalty or interest pursuant to constitute “nonqualified deferred compensation” Section 409A of the Code, the definition of Change in Control will be interpreted to mean a change in the ownership, effective control or ownership of a substantial portion of assets of Parent within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following Code. This Agreement is intended to comply with the year in which the expense is incurred, (ii) the amount requirements of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) 409A of the Code solely because such expenses are subject and shall be interpreted consistent with this intent so as to a limit related avoid the imputation of any tax, penalty or interest pursuant to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentCode.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All Notwithstanding the applicable provisions of this Agreement are intended regarding timing of distribution of payments, the following special rules shall apply in order for this Agreement to comply with Internal Revenue Code Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section IRC §409A”): (i) or an exemption therefrom to the extent any distribution is to a “specified employee” (as defined under IRC §409A) and to the extent such applicable provisions of IRC §409A require a delay of such distributions by a six month period after the date of such Employee’s separation of service with the Company, the provisions of this Agreement shall be construed and administered interpreted as requiring a six month delay in accordance with the commencement of such intent. Any distributions thereunder, and (ii) in the event there are any installment payments under this Agreement that may are required to be excluded from Section 409A either as separation pay due delayed by a six month period in order to an involuntary separation from service or as a short-term deferral comply with IRC §409A, the monthly installments that would have been paid during such six month delay shall be excluded from Section 409A accumulated and paid to the maximum extent possible. Notwithstanding Employee in a single lump sum within five business days after the foregoingend of such six month delay, and (iii) the Company makes no representations that shall not have the discretion to prepay any installment payments and benefits otherwise provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.Agreement. (b) If Executive is deemed at In the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement event that Employee is required in order to avoid execute a prohibited distribution release to receive any payments from the Company that constitute nonqualified deferred compensation under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section IRC §409A, payment of such portion of Executive’s benefits amounts shall not be provided to Executive prior to made or commence until the earlier sixtieth (60th) day following such termination of employment. Any payments that are suspended during the sixty (i60) the expiration of the six- month day period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under on the Agreement shall be paid as otherwise provided hereindate the first regular payroll is made immediately following the end of such period. (c) Any reimbursements payable For purposes of this Agreement, any reference to Executive pursuant to the Agreement “termination” of Employee’s employment shall be paid to Executive no later than 30 days after Executive provides interpreted consistent with the Company with a written request for reimbursement, meaning of the term “separation from service” in IRC §409A(a)(2)(A)(i) and to the extent that any such reimbursements are deemed to constitute amount payable upon termination of employment which constitutes “nonqualified deferred compensation” within the meaning of Section under IRC §409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject paid to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related Employee prior to the period in which date such Employee incurs a separation from service under IRC §409A(a)(2)(A)(i). In addition, to the arrangement is in effect. (d) For purposes extent of Section 409A (includingany compliance issues under IRC §409A, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated construed in such a manner so as a right to receive a series comply with the requirements of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentsuch provision so as to avoid any adverse tax consequences to the Employee.

Section 409A. Notwithstanding It is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intent. In the event that any provision to the contrary in this Agreement: (a) All provisions of this Agreement are intended is subject to but fails to comply with Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that the payments and benefits provided under this Agreement are exempt from, provides for such correction as a means to avoid or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of mitigate any taxes, penalties, interest or other expenses penalties that may would otherwise be incurred by the Executive on account of non-compliance such noncompliance; provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” 409A. Solely for purposes of Section 409A(a)(2)(B)(i) determining the time and form of payments due the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required (including any payments due under Sections 3(c) or 5) or otherwise in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of connection with the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits termination of employment with the Company, the Executive shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute have incurred a termination of employment unless and until the Executive shall incur a “nonqualified deferred compensationseparation from service” within the meaning of Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty (40) percent of the average level of bona fide services performed by the Executive for the Company over the immediately preceding thirty-six (36) months (or the period of Executive’s employment if Executive has been employed with the Company less than thirty-six (36) months at the time of the Executive’s termination). The determination of whether and when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation 1.409A-1(h). 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, including, where applicable, the requirements that (i) such amounts shall any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement (and the in-kind benefits to be paid provided) during a calendar year may not affect the expenses eligible for reimbursement (and the in-kind benefits to be provided) in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or reimbursed to Executive promptly, but in no event later than December 31 before the last day of the calendar year following the year in which the expense is incurred, ; and (iiiv) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments reimbursement (or reimbursement shall in-kind benefits) is not be subject to set off or liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) . For purposes of Section 409A (including409A, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under the this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentpayments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Section 409A. (a) Notwithstanding any provision anything to the contrary in this Agreement: (a) All herein, the following provisions of this Agreement apply to the extent severance benefits provided herein are intended subject to comply with Section 409A of the Code, Code and the applicable Treasury regulations and administrative other guidance issued thereunder and any state law of similar effect (collectively, collectively “Section 409A”) or an exemption therefrom ). Severance shall not commence until the Executive has a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “separation from service”). Each installment of severance is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded the severance is intended to satisfy the exemptions from application of Section 409A either as separation pay due to an involuntary provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and the Executive is, upon separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoingservice, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order necessary to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a adverse personal tax obligation consequences under Section 409A, such portion the timing of Executive’s benefits the severance payments shall not be provided to Executive prior to delayed until the earlier of (i) six (6) months and one day after the expiration of the six- month period measured from the date of Executive’s Separation separation from Service service, or (ii) the date of Executive’s death. Upon The parties acknowledge that the expiration exemptions from application of Section 409A to severance benefits are fact specific, and any later amendment of this Agreement to alter the timing, amount or conditions that will trigger payment of severance benefits may preclude the ability of severance benefits provided under this Agreement to qualify for an exemption. (b) It is intended that this Agreement shall comply with the requirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify the Executive for any taxes or interest that may be assessed by the Internal Revenue Service pursuant to Section 409A of the applicable Code Section 409A(a)(2)(B)(i) period, all to payments deferred made pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided hereinAgreement. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of The payments and benefits under this Agreement and the terms of any release agreement are intended to comply with be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and the applicable Treasury regulations and administrative guidance issued promulgated thereunder (collectively, “Section 409A”) or an exemption therefrom and, accordingly, to the maximum extent permitted, this Agreement and any release agreement shall be construed interpreted and administered in accordance consistent with such intent. Any payments If under this Agreement, an amount is to be paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payments. Without limiting the foregoing, solely to the extent required to avoid the imposition of any additional tax or interest to the Employee under Section 409A, any payments, benefits and other obligations under this Agreement that may arise in connection with Employee’s “termination of employment,” “termination” or similar reference in this Agreement shall be excluded from Section 409A either triggered only if such termination of employment qualifies as separation pay due to an involuntary a “separation from service or as a short-term deferral shall be excluded from service” within the meaning under Section 409A to the maximum extent possible. 409A. Notwithstanding the foregoingany other provision of this Agreement, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed if at the time of Executivethe termination of Employee’s Separation from Service to be employment, Employee is a “specified employee,” for purposes of Section 409A(a)(2)(B)(i) of the Code409A, and any payments or benefits upon such termination including but not limited to the extent delayed commencement of any portion of the payments or benefits to which Executive is entitled under this Agreement is required would otherwise result in order additional tax or interest to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation employee under Section 409A, such portion of Executive’s benefits shall Employee will not be provided entitled to Executive prior to receive such payments or benefits until the earlier of date that is six (i6) months after the expiration termination of the six- Employee’s employment for any reason, subject to earlier immediate payment if the employee dies during such six (6) month period measured from period. To the date extent required to avoid the imposition of Executive’s Separation from Service any additional tax or (ii) the date of Executive’s death. Upon the expiration of the applicable Code interest under Section 409A(a)(2)(B)(i) period409A, all payments deferred pursuant amounts reimbursable to under this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides Employee on or before the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 last day of the year following the year in which the expense is incurred, (ii) was incurred and the amount of any such payments expenses eligible for reimbursement in (and in-kind benefits provided to Employee) during any one year may not affect amounts reimbursable or provided in any subsequent year. If any provision of this Agreement would subject Employee to any additional tax or interest under Section 409A, then Employer shall use its best efforts to amend such provision; provided that Employer shall not affect the payments or expenses that are eligible for payment or reimbursement in incur any additional expense as a result of such amendment. Notwithstanding any other taxable yearprovision hereof, and (iii) Executive’s right in no event shall Employer be liable for, or be required to such payments indemnify Employee for, any liability of Employee for taxes or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed penalties under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.409A.

Section 409A. Notwithstanding It is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intent. In the event that any provision to the contrary in this Agreement: (a) All provisions of this Agreement are intended is subject to but fails to comply with Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that the payments and benefits provided under this Agreement are exempt from, provides for such correction as a means to avoid or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of mitigate any taxes, penalties, interest or other expenses penalties that may would otherwise be incurred by the Executive on account of non-compliance such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” 409A. Solely for purposes of Section 409A(a)(2)(B)(i) determining the time and form of payments due the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required (including any payments due under Sections 3(c) or 5) or otherwise in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of connection with the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits termination of employment with the Company, the Executive shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute have incurred a termination of employment unless and until the Executive shall incur a “nonqualified deferred compensationseparation from service” within the meaning of Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the average level of bona fide services performed by the Executive for the Company over the immediately preceding thirty-six (36) months. The determination of whether and when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). 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, including, where applicable, the requirements that: (i) such amounts shall any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be paid made on or reimbursed to Executive promptly, but in no event later than December 31 before the last day of the calendar year following the year in which the expense is incurred, ; and (iiiv) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall is not be subject to set off or liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) . For purposes of Section 409A (including409A, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments payment under the this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentpayments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Section 409A. Notwithstanding any provision 4.4.1. Payments to Executive under this Article 4 shall be bifurcated into two portions, consisting of a portion that does not constitute “nonqualified deferred compensation” within the contrary in this Agreement: (a) All provisions meaning of this Agreement are intended to comply with Section 409A of the CodeCode and a portion that does constitute nonqualified deferred compensation. Payments hereunder shall first be made from the portion, if any, that does not consist of nonqualified deferred compensation until it is exhausted and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and then shall be construed and administered in accordance with such intentmade from the portion that does constitute nonqualified deferred compensation. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoingHowever, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of as defined in Section 409A(a)(2)(B)(i) of the Code, to the extent delayed required by Section 409A of the Code, the commencement of the delivery of any portion such payments that constitute nonqualified deferred compensation will be delayed to the date that is six (6) months and one (1) day after Executive’s Date of Termination (the “Earliest Payment Date”). Any payments that are delayed pursuant to the preceding sentence shall be paid on the Earliest Payment Date. The determination of whether, and the extent to which, any of the benefits payments to be made to Executive hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Treasury Reg. § 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of Executive following the taxable year of Executive in which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under the Date of Termination occurs. 4.4.2. The parties acknowledge and agree that the interpretation of Section 409A(a)(2)(B)(i) 409A of the Code which would and its application to the terms of this Agreement are uncertain and may be subject Executive to a tax obligation under Section 409Achange as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, such portion of Executive’s all benefits shall not be or payments provided by the Company to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall that would be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject intended to a limit related to the period in which the arrangement is in effect. (d) For purposes of comply with Section 409A of the Code. If, however, any such benefit or payment is deemed to not comply with Section 409A of the Code, the Company and Executive agree to renegotiate in good faith any such benefit or payment (including, without limitation, for purposes as to the timing of Treasury Regulation any severance payments payable hereof) so that either (i) Section 1.409A-2(b)(2)(iii))409A of the Code will not apply or (ii) compliance with Section 409A of the Code will be achieved; provided, Executive’s right to receive installment however, that any deferral of payments under the Agreement or other benefits shall be treated only for such time period as may be required to comply with Section 409A; and provided, further, that payments or other benefits that occur as a right to receive a series result of separate payments and, accordingly, each installment payment hereunder the application of this section shall at all times be considered a separate and distinct paymentthemselves comply with Section 409A of the Code.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this Agreement are It is intended to comply with Section 409A that all of the Code, severance benefits and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any other payments payable under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Codeletter satisfy, to the greatest extent delayed commencement possible, the exemptions from the application of any portion of the benefits to which Executive is entitled Code Section 409A provided under Treasury Regulations 1.409A 1(b)(4), 1.409A 1(b)(5) and 1.409A 1(b)(9), and this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not letter will be provided to Executive prior construed to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s deathgreatest extent possible as consistent with those provisions. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii1.409A 2(b)(2)(iii)), Executive’s your right to receive any installment payments under the Agreement this letter (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this letter, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this Agreement are intended to comply with Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect... (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All The parties intend for this Agreement to either comply with, or be exempt from, Section 409A, and all provisions of this Agreement are intended shall be interpreted and applied accordingly. If any compensation or benefits provided by this Agreement may result in the application of Section 409A, the Company shall, subject to the Executive’s prior written approval, modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of “deferral of compensation” within the meaning of Section 409A or in order to comply with the provisions of Section 409A and without any diminution in the value of the Code, and payments or benefits to the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) Executive. Each payment or an exemption therefrom and reimbursement under this Agreement shall be construed considered a separate payment and administered not one of 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 such intentTreas. Any payments under Reg. §1.409A-3(i)(1)(iv). (b) To the extent that any payment or benefit pursuant to this Agreement that may be excluded from constitutes a “deferral of compensation” subject to Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A (after taking into account to the maximum extent possible. Notwithstanding possible any applicable exemptions) (a “409A Payment”) and is treated as payable upon Separation from Service, then, if on the foregoing, date of the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be Service, the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the CodeSpecified Employee, to the extent delayed commencement of any portion of required for the benefits Executive not to which Executive is entitled under this Agreement is required in order incur additional taxes pursuant to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, no such portion of Executive’s benefits 409A Payment shall not be provided made to the Executive prior to the earlier of (i) six (6) months after the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of the Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all Should this paragraph 21 result in payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant or benefits to the Agreement shall be paid to Executive no at a later time than 30 days after Executive provides otherwise would have been made under this Agreement, on the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of first day any such payments eligible for reimbursement in one year or benefits may be made without incurring additional tax pursuant to Section 409A, the Company shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to make such payments or reimbursement shall not be subject to liquidation or exchange and provide such benefits as provided for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) this Agreement. For purposes of this paragraph 21, the terms “Specified Employee” and “Separation from Service” shall have the meanings ascribed to them in Section 409A (including, without limitation, for purposes 409A. The parties intend that the phrase “termination of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under employment” and words and phrases of similar import used in this Agreement means a Separation From Service with the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate Company and distinct paymentits subsidiaries.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement are intended to comply with Section 409A of the Code, shall be treated as a separate payment and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any right to a series of installment payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments andpayments. In no event may the Executive, accordinglydirectly or indirectly, each installment payment hereunder shall at all times be considered a separate and distinct designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.

Section 409A. Notwithstanding any provision to The intent of the contrary in this Agreement: (a) All provisions of parties is that payments and benefits under this Agreement are intended to comply with Section 409A of the Code, to the extent subject thereto, and the applicable Treasury regulations and administrative guidance issued thereunder (collectivelyaccordingly, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possiblepermitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the foregoingcontrary, Employee shall not be considered to have terminated employment with the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order unless Employee would be considered to avoid have incurred a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured “separation from service” from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described in this Agreement 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. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service shall instead be paid on the first business day after the date that is six months following Employee’s separation from service (i) such or death, if earlier). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimburseable to Employee under this Agreement shall be paid to Employee on or reimbursed to Executive promptly, but in no event later than December 31 before the last day of the year following the year in which the expense is incurred, (ii) was incurred and the amount of any such payments expenses eligible for reimbursement in (and in-kind benefits provided to Employee) during any one year shall may not affect the payments effect amounts reimburseable or expenses that are eligible for payment or reimbursement provided in any other taxable subsequent year, and (iii) Executive’s right . The Agreement may be amended in any respect deemed by the Board or the Compensation Committee to such payments or reimbursement shall not be subject necessary in order to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated preserve compliance with regard to expenses reimbursed under any arrangement covered by Section 105(b) 409A of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effectCode. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of It is intended that this Agreement are intended to comply in all respects with the requirements of Section 409A of the CodeInternal Revenue Code of 1986, as amended and the applicable Treasury regulations Regulations and administrative other generally applicable guidance issued thereunder (collectively, the “Section 409AApplicable Regulations”) or an exemption therefrom ), and this Agreement shall be construed and administered interpreted for all purposes in accordance with such this intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.. (b) If Executive is deemed at the time Notwithstanding any term or provision of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) this Agreement (including any term or provision of the CodePlan incorporated herein by reference), the parties hereto agree that, from time to time, the Company may, without prior notice to or consent of the Grantee, amend this Agreement to the extent delayed commencement determined by the Company, in the exercise of its discretion in good faith, to be necessary or advisable to prevent the premature inclusion in the Grantee’s gross income pursuant to the Applicable Regulations of any portion compensation intended to be deferred hereunder. The Company shall notify the Grantee as soon as reasonably practicable of any such amendment affecting the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided hereinGrantee. (c) Any reimbursements In the event that the amounts payable under this Agreement are subject to Executive pursuant to any taxes, penalties or interest under the Agreement Applicable Regulations, the Grantee shall be paid to Executive no later than 30 days after Executive provides solely liable for the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount payment of any such payments eligible for reimbursement in one year shall taxes, penalties or interest. Although the Company intends to administer the Plan and this Agreement to prevent adverse taxation under the Applicable Regulations, the Company does not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, represent nor warrant that the foregoing clause shall not be violated Plan or this Agreement complies with regard to expenses reimbursed under any arrangement covered by Section 105(b) provision of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effectfederal, state, local or other tax law. (d) For purposes Except as otherwise specifically provided herein, the time for distribution of the RSUs as provided in Section 409A (including2 shall not be accelerated or delayed for any reason, without limitationunless to the extent necessary to comply with or permitted under the Applicable Regulations. Further, for purposes the avoidance of Treasury Regulation Section 1.409A-2(b)(2)(iii))doubt, Executive’s unless an election is made in accordance with the Applicable Regulations, the Grantee shall not have the right to receive installment payments under designate the Agreement taxable year in which the RSUs shall convert into an equivalent number of shares of Common Stock and be treated as a right delivered to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentthe Grantee.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement: (a) All provisions of , no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are intended to comply with considered deferred compensation under Section 409A of the Code, and the applicable Treasury final regulations and administrative any guidance issued promulgated thereunder (collectively, “Section 409A”) (together, the “Deferred Payments”) will be paid or an exemption therefrom and shall otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be construed and administered in accordance with such intent. Any exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement that may will constitute Deferred Payments but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. Any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromwill be paid on, or compliant withor, in the case of installments, will commence on, the sixty-first (61st) day following Executive’s separation from service, or, if later, such time as required by Section 409A and in no event shall 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the Company or any of its affiliates sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by paid to Executive on account of nonthe sixty-compliance with Section 409A.first (61st) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. (biii) If Notwithstanding anything to the contrary in this Agreement, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (I) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-1(b)(9)(iii) of the year following Treasury Regulations that does not exceed the year in which Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the expense is incurred, (ii) requirements of Section 409A so that none of the amount of any such severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or exchange for desirable to avoid imposition of any other benefit; provided, that the foregoing clause shall not be violated with regard additional tax or income recognition before actual payment to expenses reimbursed Executive under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.409A.

Section 409A. Notwithstanding It is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intent. In the event that any provision to the contrary in this Agreement: (a) All provisions of this Agreement are intended is subject to but fails to comply with Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that the payments and benefits provided under this Agreement are exempt from, provides for such correction as a means to avoid or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of mitigate any taxes, penalties, interest or other expenses penalties that may would otherwise be incurred by the Executive on account of non-compliance such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” 409A. Solely for purposes of Section 409A(a)(2)(B)(i) determining the time and form of payments due the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required (including any payments due under Sections 3(c) or 5) or otherwise in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of connection with the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits termination of employment with the Company, the Executive shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute have incurred a termination of employment unless and until the Executive shall incur a “nonqualified deferred compensationseparation from service” within the meaning of Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty (40) percent of the average level of bona fide services performed by the Executive for the Company over the immediately preceding thirty-six (36) months. The determination of whether and when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). 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, including, where applicable, the requirements that (i) such amounts shall any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement (and the in-kind benefits to be paid provided) during a calendar year may not affect the expenses eligible for reimbursement (and the in-kind benefits to be provided) in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or reimbursed to Executive promptly, but in no event later than December 31 before the last day of the calendar year following the year in which the expense is incurred, and (iiiv) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments reimbursement (or reimbursement shall in-kind benefits) is not be subject to set off or liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) . For purposes of Section 409A (including409A, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under the this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentpayments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of The payments and benefits under this Agreement are intended to comply with Section 409A qualify for exemptions from the application of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates this Agreement will be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, construed to the greatest extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid possible as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company consistent with a written request for reimbursementthose provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of complies with Section 409A (i) such amounts shall be paid or reimbursed to Executive promptlythe extent necessary to avoid adverse taxation under Section 409A. Notwithstanding anything to the contrary herein, but in no event later than December 31 to the extent required to comply with Section 409A, a termination of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement employment shall not be subject deemed to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, have occurred for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a Separation from Service. Your right to receive any installment payments under the Agreement shall will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A, and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation,” then, to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (a) the expiration of the six-month period measured from the date of Separation from Service, (b) the date of your death or (c) such earlier date as permitted under Section 409A without the imposition of adverse taxation. With respect to payments to be made upon execution of an effective release, if the release revocation period spans two calendar years, payments will be made in the second of the two calendar years to the extent necessary to avoid adverse taxation under Section 409A. With respect to reimbursements or in-kind benefits provided hereunder (or otherwise) that are not exempt from Section 409A, the following rules shall apply: (x) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefit to be provided in any other taxable year, (y) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred and (z) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this This Agreement are is intended to comply with Section 409A of the Code, Code and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall will be construed and administered in accordance with such intentinterpreted accordingly. Any payments References under this Agreement that may to Executive's termination of employment shall be excluded deemed to refer to the date upon which Executive has experienced a “separation from service” within the meaning of Section 409A either as separation pay due of the Code. Notwithstanding anything herein to an involuntary the contrary, (i) if at the time of Executive's separation from service or with the Company Executive is a “specified employee” as a short-term deferral shall be excluded from defined in Section 409A to of the maximum extent possible. Notwithstanding Code (and any related regulations or announcements thereunder) and the foregoing, deferral of the Company makes no representations that the commencement of any payments or benefits otherwise payable hereunder or payable under any other compensatory arrangement between Executive and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all as a result of such separation from service is necessary in order to prevent any accelerated or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with additional tax under Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) 409A of the Code, to then the extent delayed Company will defer the commencement of the payment of any portion such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive's separation from service (or the earliest date as is permitted under Section 409A of the benefits to Code), at which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, point all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement 21 shall be paid to Executive no later than 30 days after in a lump sum and (ii) if any payments of money or other benefits due to Executive provides hereunder could cause the Company application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with a written request for reimbursementTreas. Reg. Section 1.409A-3(i)(l)(iv). Additionally, and to the extent that Executive's receipt of any in-kind benefits from the Company or its affiliates must be delayed pursuant to this Section 21 due to his status as a “specified employee,” Executive may elect to instead purchase and receive such reimbursements are deemed benefits during the period in which the provision of benefits would otherwise be delayed by paying the Company (or its affiliates) for the fair market value of such benefits (as determined by the Company in good faith) during such period. Any amounts paid by Executive pursuant to constitute the preceding sentence shall be reimbursed to Executive as described above on the date that is six months following his separation from service. Each payment made under this Agreement shall be designated as a “nonqualified deferred compensationseparate payment” within the meaning of Section 409A (i) such amounts of the Code. The Company shall be paid consult with Executive in good faith regarding the implementation of the provisions of this Section 21, provided that neither the Company nor any of its employees or reimbursed representatives shall have any liability to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effectrespect thereto. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of It is intended that any amounts payable under this Agreement are intended to shall either be exempt from or comply with Section 409A of the Code, and Code (including the applicable Treasury regulations and administrative other published guidance issued thereunder relating thereto) (collectively, “Code Section 409A”) so as not to subject the Executive to payment of any additional tax, penalty or an exemption therefrom and interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and administered in accordance with interpreted to avoid the imputation of any such intentadditional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. Any installment payments under provided for in this Agreement that may shall be excluded from Section 409A either as separation pay due to an involuntary separation from service or treated as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the series of separate payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any for purposes of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Code Section 409A. (b) If the Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes within the meaning of Treasury Regulation Section 409A(a)(2)(B)(i1.409A-1(i) as of the Code, to the extent delayed commencement of any portion date of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits Separation from Service, the Executive shall not be provided entitled to Executive prior any payment or benefit pursuant to Section 5.3(b) or (c) until the earlier of (i) the expiration of the six- month period measured from the date of Executive’s which is six (6) months after his or her Separation from Service for any reason other than death, or (ii) the date of the Executive’s death. Upon The provisions of this Section 20(b) shall only apply if, and to the expiration extent, required to avoid the imputation of the applicable any tax, penalty or interest pursuant to Code Section 409A(a)(2)(B)(i409A. Any amounts otherwise payable to the Executive upon or in the six (6) period, all payments deferred pursuant to month period following the Executive’s Separation from Service that are not so paid by reason of this Section 4.3(b20(b) shall be paid (without interest) as soon as practicable (and in a lump sum to all events within thirty (30) days) after the date that is six (6) months after the Executive’s Separation from Service (or, if earlier, as soon as practicable, and any remaining payments due under in all events within thirty (30) days, after the Agreement shall be paid as otherwise provided hereindate of the Executive’s death). (c) Any To the extent that any benefits pursuant to Section 5.3(b)(ii) or reimbursements payable pursuant to Section 4.2 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to the Agreement any such provision shall be paid to the Executive no later than 30 days after Executive provides on or before the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 last day of the Executive’s taxable year following the taxable year in which the related expense is was incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, . The benefits and (iii) Executive’s right reimbursements pursuant to such payments or reimbursement shall provisions are not be subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effecttaxable year. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision to The intent of the contrary in Companies and the Executive is that all payments and benefits under this Agreement: (a) All provisions of this Agreement are intended to agreement comply with Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder Code (collectively, “"Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due "), to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A the extent subject thereto; and, accordingly, to the maximum extent possible. permitted, this agreement shall be interpreted and administered so as to be in compliance with Section 409A. Notwithstanding anything contained in this agreement to the foregoingcontrary, the Company makes no representations that Executive shall not be considered to have terminated employment with the Companies for purposes of any payments and benefits under this agreement which are subject to Section 409A until the Executive would be considered to have incurred a "separation from service" within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement are exempt from, or compliant with, Section 409A and in no event agreement shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be construed as a “specified employee” separate identified payment for purposes of Section 409A(a)(2)(B)(i) of 409A. Without limiting the Codeforegoing and notwithstanding anything contained herein to the contrary, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a accelerated taxation or tax obligation penalties under Section 409A, such portion of Executive’s amounts that would otherwise be payable and benefits shall not that would otherwise be provided to the Executive prior during the six-month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier, the Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to Executive under this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement agreement shall be paid to the Executive no later than 30 days after Executive provides on or before the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 last day of the year following the year in which the expense is was incurred, (ii) and the amount of any such payments expenses eligible for reimbursement (and in kind benefits provided to the Executive) during one year shall may not affect amounts reimbursable or provided in any subsequent year. The Companies make no representation to the Executive to the Executive that any or all of the payments described in this agreement will be exempt from or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated comply with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation and make no undertaking to preclude Section 1.409A-2(b)(2)(iii)), Executive’s right 409A from applying to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct any such payment.

Section 409A. Notwithstanding any provision to 7.7.1. It is intended that the contrary in this Agreement: (a) All provisions of this Agreement are intended comply with Section 409A and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A, the Company shall, upon the specific request of the Executive, use its reasonable business efforts to in good faith reform such provision to comply with Section 409A of the Code409A; provided, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possiblepracticable, the original intent and economic benefit to the Executive and the Company of the applicable provision shall be maintained, but the Company shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to the Company. The Company shall timely use its reasonable business efforts to amend any plan or program in which the Executive participates to bring it in compliance with Section 409A. Notwithstanding the foregoing, the Company makes no representations shall not have any liability with regard to any failure of this Agreement to comply with Section 409A so long as it has acted in good faith with regard to compliance therewith. 7.7.2. Notwithstanding anything herein to the contrary, the payment (or commencement of a series of payments) hereunder of any nonqualified deferred compensation (within the meaning of Section 409A) upon a termination of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to the Executive on the schedule set forth in Section 4.4 above as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from service.” Any payment otherwise required to be made hereunder to the Executive at any date as a result of the termination of Executive’s employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”) and it is expressly agreed that the payments under Subsection 4.4.2 and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event Subsection 4.4.2(ii) shall be subject to the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Delay Period if the Executive is deemed at on the time Date of Executive’s Separation from Service Termination of employment to be a “specified employee,” for purposes within the meaning of that term under Section 409A(a)(2)(B)(i409A(a)(2)(B) of the Code, using the identification methodology selected by the Company from time to time, or, if none, the extent delayed commencement of any portion of default methodology. On the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) first business day following the expiration of the six- month period measured from Delay Period, the date Executive shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred delayed pursuant to this Section 4.3(b) shall be paid in a lump sum to Executivethe preceding sentence, and any remaining payments due under the Agreement not so delayed shall continue to be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid payment schedule set forth herein. With regard to Executive no later than 30 days after Executive any provision herein that provides the Company with a written request for reimbursementreimbursement of costs and expenses or in-kind benefits, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of except as permitted by Section 409A 409A, (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments reimbursement or reimbursement in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other benefit; providedtaxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. effect and (diii) For purposes such payments shall be made on or before the last day of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive installment payments under taxable year following the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymenttaxable year in which the expense was incurred.

Section 409A. Notwithstanding any provision The parties hereto acknowledge and agree that, to the contrary extent applicable, this Award Agreement shall be interpreted in this Agreement: accordance with, and incorporate the terms and conditions required by, Section 409A. Notwithstanding anything herein to the contrary, (a) All provisions to the extent that the Noncompete Option Payment is deemed to constitute “nonqualified deferred compensation” within the meaning of this Agreement are intended to comply with Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the CodeDepartment of Treasury regulations), and the applicable Treasury regulations and administrative guidance issued thereunder Employee’s right to receive the Noncompete Option Payment in the form of installment payments (collectively, the “Section 409AInstallment Payments”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or treated as a short-term deferral right to receive a series of separate payments and, accordingly, each Installment Payment shall at all times be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments considered a separate and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. distinct payment; (b) If Executive the Noncompete Option Payment shall not be payable unless the Employee’s termination of employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury regulations; (c) if the Employee is deemed at the time of Executivethe Employee’s Separation separation from Service service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled Noncompete Option Payment (after taking into account all applicable exclusions under this Agreement Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409ACode, such portion of Executive’s benefits the Noncompete Option Payment shall not be provided to Executive the Employee prior to the earlier of (i) the expiration of the six- month six (6)-month period measured from the date of Executivethe Employee’s Separation “separation from Service or service” and (ii) the date of Executivethe Employee’s death. Upon ; provided that, upon the expiration earlier of such dates, any portion of the applicable Code Section 409A(a)(2)(B)(i) period, all payments Noncompete Option Payment deferred pursuant to this Section 4.3(b) 6 shall be paid in a lump sum to Executivethe Employee, and any remaining payments due under the Agreement portion shall be paid provided as otherwise provided specified herein. ; and (cd) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides determination of whether the Company with Employee is a written request “specified employee” for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning purposes of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b409A(a)(2)(B)(i) of the Code solely because such expenses are subject to a limit related to as of the period time of the Employee’s separation from service shall be made by Calpine in which accordance with the arrangement is in effect. (d) For purposes terms of Section 409A (including, without limitation, for purposes Section 1.409A-1(i) of the Department of Treasury Regulation Section 1.409A-2(b)(2)(iiiregulations and any successor provision thereto)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of The parties intend for this Agreement are intended to comply with or be exempt from Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under all provisions of this Agreement that may will be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possibleinterpreted and applied accordingly. Notwithstanding the foregoingNonetheless, the Company makes no representations that does not guaranty the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion tax treatment of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.compensation payable to Executive. (b) If Notwithstanding anything to the contrary in this Agreement, no portion of the benefits or payments to be made under Section 9(a) above will be payable until Executive has a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is deemed at necessary to avoid the time application of an additional tax under Section 409A of the Code to payments due to Executive upon or following his “separation from service,” then notwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following Executive’s Separation “separation from Service service” (taking into account the preceding sentence of this paragraph) will be deferred without interest and paid to Executive in a lump sum immediately following that six month period. This paragraph should not be a “specified employee” for construed to prevent the application of Treas. Reg. § 1.409A-1(b)(9)(iii) (or any successor provision) to amounts payable hereunder. For purposes of the application of Section 409A(a)(2)(B)(i) 409A of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid each payment in a lump sum to Executive, and any remaining series of payments due under the Agreement shall will be paid as otherwise provided hereindeemed a separate payment. (c) Any reimbursements payable Notwithstanding anything in this Agreement to the contrary, to the extent an expense, reimbursement or in-kind benefit provided to Executive pursuant to the this Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with or otherwise constitutes a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred deferral of compensation” within the meaning of Section 409A of the Code: (i) such amounts shall be paid the amount of expenses eligible for reimbursement or reimbursed in-kind benefits provided to Executive promptly, but during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in no event later than December 31 of the year following the year in which the expense is incurredany other calendar year, (ii) the amount reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of any such payments eligible for reimbursement the calendar year following the calendar year in one year shall not affect which the payments or expenses that are eligible for payment or reimbursement in any other taxable yearapplicable expense is incurred, and (iii) Executive’s the right to such payments payment or reimbursement shall or in-kind benefits hereunder may not be subject to liquidation liquidated or exchange exchanged for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of The parties intend that any compensation, benefits and other amounts payable or provided to the Executive under this Agreement are intended to comply be paid or provided in compliance with Section 409A of the Code, and the applicable Treasury regulations all regulations, guidance, and administrative guidance other interpretative authority issued thereunder (collectively, “Section 409A”) ). such that there will be no adverse tax consequences, interest, or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments penalties for the Executive under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that result of the payments and benefits so paid or provided under to him. The parties agree to modify this Agreement are exempt fromAgreement, or compliant with, Section 409A and in no event shall the Company or any timing (but not the amount) of its affiliates be liable for all or any portion the payment hereunder of any taxes, penalties, interest severance or other expenses that may be incurred by Executive on account of non-compliance compensation, or both, and any reimbursements to the extent necessary to comply with and to the extent permissible under Section 409A. (b) If Executive is deemed at The terms “terminate,” “terminated” and “termination” mean a termination of the Executive’s employment that constitutes a “separation from service” within the meaning of the default rules under Section 409A and the date of the Executive’s separation from service shall be treated as the Executive’s Termination Date for purpose of determining the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement payment of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements amount that becomes payable to Executive pursuant to Section 3 hereof upon the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with termination of his employment and that is treated as a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred deferral of compensation” within the meaning of Section 409A 409A. (ic) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of In the year following the year in which the expense is incurred, (ii) the amount case of any such payments eligible for reimbursement in one year shall not affect the payments or expenses amounts that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related payable to the period Executive under this Agreement in which the arrangement is in effect. (d) For purposes form of Section 409A (includinginstallment payments, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive installment such payments under the Agreement shall be treated as a right to receive a series of separate payments andfor purposes of Section 409A. (d) If the Executive is a “specified employee” within the meaning of Section 409A at the time of his Separation From Service within the meaning of Section 409A, accordinglythen any payment otherwise required to be made to him under this Agreement on account of his termination of employment, each installment to the extent such payment (after taking in to account all exclusions applicable to such payment under Section 409A) is properly treated as deferred compensation subject to Section 409A, shall not be made until the first business day after (i) the expiration of six months from the date of Executive’s Termination Date, or (ii) if earlier, the date of Executive’s death (the “Delayed Payment Date”). On the Delayed Payment Date, there shall be paid to the Executive or, if the Executive has died, to the Executive’s estate, in a single cash lump sum, an amount equal to the aggregate amount of the payments delayed pursuant to the preceding sentence. (e) To the extent that the reimbursement of any expenses or the provision of any in-kind benefits pursuant to this Agreement constitutes a “deferral of compensation” within the meaning of Section 409A, (i) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided hereunder during any one calendar year shall not affect the amount of such expenses eligible for reimbursement or in-kind benefits to be provided hereunder in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses); (ii) all such expenses eligible for reimbursement hereunder shall at all times be considered a separate paid to the Executive as soon as administratively practicable after any documentation required for reimbursement for such expenses has been submitted, but in any event by no later than December 31 of the calendar year following the calendar year in which such expenses were incurred; (iii) the Executive’s right to receive any such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for any other benefit and distinct payment.(iv) the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses

Section 409A. Notwithstanding any provision of this Agreement to the contrary in this Agreementcontrary: (a) All provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986 (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoingFor purposes of Section 409A, the Company makes no representations that the payments and benefits each installment payment provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any be treated as a separate payment. Any payments to be made under this Agreement upon a termination of its affiliates Employee’s employment shall only be liable for all or any portion made if such termination of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with employment constitutes a “separation from service” under Section 409A. (b) If Executive is deemed at To the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) extent, if any, that the aggregate amount of the Code, to the extent delayed commencement of any portion installments of the benefits Severance Payment that would otherwise be paid pursuant to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i7(f)(i) after March 15 of the Code calendar year following the calendar year in which would subject Executive to a tax obligation the Termination Date occurs (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 409A1.409A-1(b)(9)(iii)(A), then such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) excess shall be paid to Employee in a lump sum to Executive, on the Applicable March 15 (or the first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and any remaining payments due under the Agreement installments of the Severance Payment payable after the Applicable March 15 shall be paid as otherwise provided hereinreduced by such excess (beginning with the installment first payable after the Applicable March 15 and continuing with the next succeeding installment until the aggregate reduction equals such excess). (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to To the extent that any such reimbursements are deemed right to constitute “reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation” compensation (within the meaning of Section 409A 409A), (i) any such amounts expense reimbursement shall be paid or reimbursed to Executive promptly, but in made by the Company no event later than December 31 the last day of the Employee’s taxable year following the taxable year in which the such expense is incurredwas incurred by Employee, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments reimbursement or reimbursement in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other benefittaxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of If any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (includingi) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, without limitation, for purposes of Treasury Regulation the “Section 1.409A-2(b)(2)(iii)409A Payment Date”), Executivethen such payment or benefit shall not be provided to Employee (or Employee’s right to receive installment estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Agreement shall Company Group be treated as a right to receive a series liable for all or any portion of separate payments andany taxes, accordinglypenalties, each installment payment hereunder shall at all times interest or other expenses that may be considered a separate and distinct payment.incurred by Employee on account of non-compliance with Section 409A.

Section 409A. Notwithstanding any provision Payments to which Executive shall be entitled to under this Section 4 shall be made subject to the contrary in this Agreementfollowing: (ai) All provisions Payments to Executive under this Section 4 shall be bifurcated into two portions, consisting of this Agreement are intended to comply with a portion that does not constitute “nonqualified deferred compensation” within the meaning of Section 409A of the CodeCode and a portion that does constitute nonqualified deferred compensation. Payments hereunder shall first be made from the portion, if any, that does not consist of nonqualified deferred compensation until it is exhausted and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and then shall be construed and administered made from the portion that does constitute nonqualified deferred compensation. However, anything in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoingcontrary notwithstanding, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed if at the time of Executive’s Separation from Service to be termination of employment, Executive is considered a “specified employee” for purposes of as defined in Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion required by Section 409A of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409ACode, such portion of Executive’s benefits no payments that constitute nonqualified deferred compensation shall not be provided to Executive payable prior to the date that is the earlier of (i) the expiration of the six- month period measured from the six months and a day after Executive’s date of Executive’s Separation from Service termination, or (ii) the date of Executive’s deathdeath (“Earliest Payment Date”). Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all Any payments deferred that are delayed pursuant to this Section 4.3(b) the preceding sentence shall be paid in a lump sum to Executiveon the Earliest Payment Date. The determination of whether, and the extent to which, any remaining of the payments to be made to Executive hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions under Treas. Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Treas. Reg. § 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of Executive following the taxable year of Executive in which the Date of Termination occurs. (ii) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be paid interpreted to be in compliance therewith. The parties acknowledge and agree that the interpretation of Section 409A of the Code and its application to the terms of this Agreement is uncertain and may be subject to change as otherwise additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, all benefits or payments provided herein. (c) Any reimbursements payable by Employer to Executive pursuant to the Agreement shall that would be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because are intended to comply with Section 409A of the Code. If, however, any such expenses are subject benefit or payment is deemed to a limit related not comply with Section 409A of the Code, Employer and Executive agree that this Agreement may be amended (and that any such amendment may be retroactive to the period in which the arrangement is in effect. (d) For purposes of extent permitted under Section 409A), as reasonably requested by either party, and as may be necessary to fully comply with Section 409A (including, of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right additional cost to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymenteither party.

Section 409A. Notwithstanding any provision The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the U.S. Internal Revenue Code of 1986, as amended (“Section 409A of the Code”), to the contrary in this Agreement: (a) All provisions of extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive will not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are intended subject to comply with Section 409A of the Code until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between Executive and the applicable Treasury regulations Company and administrative guidance issued thereunder its affiliates during the six (collectively, “Section 409A”6) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six (6) months following Executive’s separation from service (or, if earlier, Executive’s date of death). To the extent required to avoid an accelerated or as a short-term deferral shall be excluded from additional tax under Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, amounts reimbursable to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides on or before the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 last day of the year following the year in which the expense is was incurred, (ii) and the amount of any such payments expenses eligible for reimbursement (and in kind benefits provided to Executive) during one year shall may not affect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated comply with regard to expenses reimbursed under any arrangement covered by Section 105(b) 409A of the Code solely because such expenses are subject and makes no undertaking to a limit related to the period in which the arrangement is in effect. (d) For purposes of preclude Section 409A (including, without limitation, of the Code from applying to any such payment. Executive will be solely responsible for purposes the payment of Treasury Regulation any taxes and penalties incurred under Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under 409A of the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentCode.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of The Company intends that all payments and benefits provided under this Agreement or otherwise are intended to exempt from, or comply with with, the requirements of Section 409A of the Code, Code and any guidance promulgated under Section 409A of the applicable Treasury regulations and administrative guidance issued thereunder Code (collectively, “Section 409A”) so that none of the payments or an exemption therefrom and shall benefits will be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A subject to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a additional tax obligation imposed under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the ambiguities in this Agreement shall will be paid as otherwise provided herein. (c) Any reimbursements payable interpreted in accordance with this intent. No payment or benefits to Executive pursuant to the Agreement shall be paid to the Executive no later than 30 days after (including settlement of Company equity awards that constitute deferred compensation under Section 409A), if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive provides the Company with has a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensationseparation from service” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly409A. If, but in no event later than December 31 at the time of the year Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the year Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in which its sole discretion and without the expense is incurredconsent of the Executive or any other individual, (ii) to comply with any provision required to avoid the amount imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any such payments eligible for reimbursement in one year shall not affect the payments benefits or expenses that are eligible for payment or reimbursement in imposition of any other taxable yearadditional tax. Each payment, installment, and (iii) Executive’s right benefit payable under this Agreement is intended to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to constitute a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2)(iii1.409A-2(b)(2)). In no event will any member of the Company Group reimburse, Executive’s right to receive installment payments under indemnify, or hold harmless the Agreement shall Executive for any taxes, penalties and interest that may be treated imposed, or other costs that may be incurred, as a right to receive a series result of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.Section 409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement: (a) All provisions of , no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are intended to comply with considered deferred compensation under Section 409A of the Code, and the applicable Treasury final regulations and administrative any guidance issued promulgated thereunder (collectively, “Section 409A”) (together, the “Deferred Payments”) will be paid or an exemption therefrom and shall otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be construed and administered in accordance with such intent. Any exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement that may will constitute Deferred Payments but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. Any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromwill be paid on, or compliant withor, in the case of installments, will commence on, the sixty-first (61st) day following Executive’s separation from service, or, if later, such time as required by Section 409A and in no event shall 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the Company or any of its affiliates sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by paid to Executive on account of nonthe sixty-compliance with Section 409A.first (61st) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. (biii) If Notwithstanding anything to the contrary in this Agreement, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-1(b)(9)(iii) of the year following Treasury Regulations that does not exceed the year in which Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the expense is incurred, (ii) requirements of Section 409A so that none of the amount of any such severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or exchange for desirable to avoid imposition of any other benefit; provided, that the foregoing clause shall not be violated with regard additional tax or income recognition before actual payment to expenses reimbursed Executive under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.409A.

Section 409A. (a) Notwithstanding any provision anything to the contrary in this Agreement: (a) All herein, the following provisions of this Agreement apply to the extent severance benefits provided herein are intended subject to comply with Section 409A of the Internal Revenue Code (the “Code, ”) and the applicable Treasury regulations and administrative other guidance issued thereunder and any state law of similar effect (collectively, collectively “Section 409A”) or an exemption therefrom ). Severance benefits shall not commence until the Executive has a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “separation from service”). Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded the severance benefits are intended to satisfy the exemptions from application of Section 409A either as separation pay due to an involuntary provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and the Executive is, upon separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoingservice, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order necessary to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a adverse personal tax obligation consequences under Section 409A, such portion the timing of Executive’s the severance benefits payments shall not be provided to Executive prior to delayed until the earlier of (i) six (6) months and one day after the expiration of the six- month period measured from the date of Executive’s Separation separation from Service service, or (ii) the date of Executive’s death. Upon The parties acknowledge that the expiration exemptions from application of Section 409A to severance benefits are fact specific, and any later amendment of this Agreement to alter the timing, amount or conditions that will trigger payment of severance benefits may preclude the ability of severance benefits provided under this Agreement to qualify for an exemption. (b) It is intended that this Agreement shall comply with the requirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify the Executive for any taxes or interest that may be assessed by the Internal Revenue Service pursuant to Section 409A of the applicable Code Section 409A(a)(2)(B)(i) period, all to payments deferred made pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided hereinAgreement. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision anything to the contrary in this Agreement: , no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement, will be payable until Executive has a “separation from service” within the meaning of Section 409A, and the regulations promulgated thereunder (a“Section 409A”) All provisions of the Internal Revenue Code of 1986, as amended (the “Code”). To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with the termination of Executive’s employment with and/or services to the Company constitute deferred compensation subject to Section 409A and (ii) Executive is deemed at the time of such termination of employment to be a “specified” employee under Section 409A, then such payment or payments shall not be made or commence until the earlier of (A) the expiration of the six (6)-month period measured from Executive’s termination or (B) the date of Executive’s death following such termination; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive, including (without limitation) the additional twenty percent (20%) tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Executive or Executive’s beneficiary in one lump sum (without interest). Each payment and benefit payable under this Agreement are is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. To the extent necessary to comply with Section 409A of the Code, and if the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments designated payment period for any payment under this Agreement that begins in one taxable year and ends in the next taxable year, the payment will be made in the later taxable year. To the extent any payment under this Agreement may be excluded from Section 409A either as separation pay due to an involuntary separation from service or classified as a “short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensationdeferral” within the meaning of Section 409A (i) 409A, such amounts payment shall be paid or reimbursed deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. The foregoing provisions are intended to Executive promptly, but in no event later than December 31 comply with the requirements of Section 409A so that none of the year following the year in which the expense is incurred, (ii) the amount of any such severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Executive and the Company agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or exchange for desirable to avoid imposition of any other benefit; provided, that the foregoing clause shall not be violated with regard additional tax or income recognition prior to expenses reimbursed actual payment to Executive under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.409A.

Section 409A. 18.1 Notwithstanding any provision to the contrary in this Agreement: , the Company shall delay the commencement of payments or benefits coverage to which the Executive would otherwise become entitled under the Agreement in connection with his or her termination of employment until the earlier of (ai) All provisions the expiration of this Agreement are intended to comply the six-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in Treasury Regulations issued under Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom (ii) the date of the Executive’s death, if and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, only if the Company makes no representations in good faith determines that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes within the meaning of that term under Code Section 409A(a)(2)(B)(i409A(a)(2)(B) at the time of the Code, to the extent such separation from service and that such delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i409A(a)(2) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s deathCode. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i409A(a)(2) deferral period, all payments and benefits deferred pursuant to this Section 4.3(b18 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum to Executivewith interest at the prime rate as published in The Wall Street Journal on the first business day following the end of the deferral period, and any remaining payments and benefits due under the Agreement shall be paid as otherwise or provided in accordance with the normal payment dates specified for them herein. (c) Any reimbursements payable 18.2 The provisions of this Agreement which require commencement of payments or benefits coverage subject to Executive pursuant to the Agreement Section 409A upon a termination of employment shall be paid interpreted to require that the Executive no later than 30 days after Executive provides have a “separation from service” with the Company with a written request (as such term is defined in Treasury Regulations issued under Code Section 409A). 18.3 With regard to any provision herein that provides for reimbursementthe reimbursement of costs and expenses or in-kind benefits, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of except as permitted by Code Section 409A 409A, (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments reimbursement or reimbursement in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expense eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other benefit; providedtaxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effecteffect and (iii) such payments shall be paid or provided as soon as practical following submission by the Executive of a reimbursement request but no later than the end of the calendar year following the calendar year in which such expense is incurred. (d) 18.4 For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii))409A, Executive’s right to receive any installment payments under the pursuant to this Agreement shall be treated as a right to receive a series of separate payments andand distinct payments. In no event may Executive, accordinglydirectly or indirectly, each installment designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. 18.5 The provisions of this Section 18 are intended to assure that any benefits provided to Executive hereunder shall at comply with Code Section 409A and this Agreement shall be interpreted consistent with such section in all times be considered a separate and distinct paymentrespects.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All The parties intend for this Agreement to either comply with, or be exempt from, Section 409A, and all provisions of this Agreement are intended shall be interpreted and applied accordingly. If any compensation or benefits provided by this Agreement may result in the application of Section 409A, the Company shall, subject to the Executive’s prior written approval, modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of “deferral of compensation” within the meaning of Section 409A or in order to comply with the provisions of Section 409A and without any diminution in the value of the Code, and payments or benefits to the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) Executive. Each payment or an exemption therefrom and reimbursement under this Agreement shall be construed considered a separate payment and administered not one of 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 such intentTreas. Any payments under Reg. §1.409A-3(i)(1)(iv). (b) To the extent that any payment or benefit pursuant to this Agreement that may be excluded from constitutes a “deferral of compensation” subject to Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A (after taking into account to the maximum extent possible. Notwithstanding possible any applicable exemptions) (a “409A Payment”) and is treated as payable upon Separation from Service, then, if on the foregoing, date of the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be Service, the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the CodeSpecified Employee, to the extent delayed commencement of any portion of required for the benefits Executive not to which Executive is entitled under this Agreement is required in order incur additional taxes pursuant to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, no such portion of Executive’s benefits 409A Payment shall not be provided made to the Executive prior to the earlier of (i) 6 months after the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of the Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all Should this paragraph 21 result in payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant or benefits to the Agreement shall be paid to Executive no at a later time than 30 days after Executive provides otherwise would have been made under this Agreement, on the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of first day any such payments eligible for reimbursement in one year or benefits may be made without incurring additional tax pursuant to Section 409A, the Company shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to make such payments or reimbursement shall not be subject to liquidation or exchange and provide such benefits as provided for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) this Agreement. For purposes of this paragraph 21, the terms “Specified Employee” and “Separation from Service” shall have the meanings ascribed to them in Section 409A (including, without limitation, for purposes 409A. The parties intend that the phrase “termination of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under employment” and words and phrases of similar import used in this Agreement means a Separation From Service with the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate Company and distinct paymentits subsidiaries.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) so as not to subject the Executive to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement are intended to comply with Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with interpreted to avoid the imputation of any such intent. Any payments additional tax, penalty or interest under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A yet preserve (to the maximum nearest extent reasonably possible. Notwithstanding ) the foregoing, intended benefit payable to the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.Executive. (b) If the Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes within the meaning of Treasury Regulation Section 409A(a)(2)(B)(i1.409A-1(i) as of the Code, to the extent delayed commencement of any portion date of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits Separation from Service, the Executive shall not be provided entitled to Executive prior any payment or benefit pursuant to Section 1.2(b) of this Agreement until the earlier of (i) the expiration of the six- month period measured from the date of Executive’s which is six (6) months after his or her Separation from Service for any reason other than death, or (ii) the date of the Executive’s death. Upon The provisions of this Section 17(b) shall only apply if, and to the expiration extent, required to avoid the imputation of the applicable any tax, penalty or interest pursuant to Code Section 409A(a)(2)(B)(i409A. Any amounts otherwise payable to the Executive upon or in the six (6) period, all payments deferred pursuant to month period following the Executive’s Separation from Service that are not so paid by reason of this Section 4.3(b17(b) shall be paid (without interest) as soon as practicable (and in a lump sum to all events within thirty (30) days) after the date that is six (6) months after the Executive’s Separation from Service (or, if earlier, as soon as practicable, and any remaining payments due under in all events within thirty (30) days, after the Agreement shall be paid as otherwise provided hereindate of the Executive’s death). (c) Any To the extent that any benefits or reimbursements payable pursuant to Section 1.2(b)(ii) or Section 1.2(b)(iii) of this Agreement are taxable to the Executive, any reimbursement payment due to the Executive pursuant to the Agreement such provisions shall be paid to the Executive no later than 30 days after Executive provides on or before the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 last day of the Executive’s taxable year following the taxable year in which the related expense is was incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, . The benefits and (iii) Executive’s right reimbursements pursuant to such payments or reimbursement shall provisions are not be subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) taxable year. [The remainder of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effectthis page has intentionally been left blank. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.]

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of The payments and benefits under this Agreement are intended to comply with be exempt from (and if not exempt from, compliant with) the application of Section 409A of the CodeInternal Revenue Code of 1986, and the applicable Treasury regulations and administrative guidance issued thereunder as amended (collectively, “Section 409A”) or an exemption therefrom ), and shall this Agreement will be construed and administered in accordance with such intentaccordingly. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A Notwithstanding anything to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Codecontrary herein, to the extent delayed commencement of any portion of the benefits required to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under comply with Section 409A, such portion a termination of Executive’s benefits employment shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “nonqualified deferred compensationseparation from service” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), 409A. Executive’s right to receive any installment payments under the Agreement shall will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A, and if any of the payments upon separation from service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” subject to Section 409A then, to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A and the related taxation under Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six-month period measured from the date of separation from service, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of taxation thereunder. With respect to payments to be made upon execution of an effective release, if the release revocation period spans two calendar years, payment will be made in the second of the two calendar years to the extent such amounts are “deferred compensation” under Section 409A and necessary to avoid taxation under Section 409A. Any taxable reimbursements due under the terms of this Agreement or any other agreement with the Company shall be paid no later than December 31 of the year after the year in which the expense is incurred, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The Company makes no representation or warranty and shall have no liability to Executive or any other person if any provisions of this Agreement or any payments or benefits hereunder are determined not to be compliant with Section 409A

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this This Agreement are is intended to comply with meet, or be exempt from, the requirements of Section 409A of the CodeInternal Revenue Code of 1986, as amended, and the applicable Treasury regulations and administrative interpretive guidance issued promulgated thereunder (collectively, “Section 409A”) or an exemption therefrom ), with respect to amounts subject thereto, and shall be interpreted and construed and administered in accordance consistent with such that intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromNo expenses eligible for reimbursement, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of nonin-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service kind benefits to be a “specified employee” provided, during any calendar year shall affect the amounts eligible for purposes of Section 409A(a)(2)(B)(i) of the Codereimbursement in any other calendar year, to the extent delayed commencement subject to the requirements of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, and no such portion of Executive’s right to reimbursement or right to in-kind benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) . For purposes of Section 409A (including409A, without limitation, for purposes each payment in a series of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments provided under the this Agreement shall be treated as a right separate payment. Any payments to receive be made under this Agreement upon a series termination of separate payments andemployment shall only be made upon a “separation from service” under Section 409A. If amounts payable under this Agreement do not qualify for exemption from Section 409A at the time of Executive’s separation from service and therefore are deemed deferred compensation subject to the requirements of Section 409A on the date of such separation from service, accordinglythen if Executive is a “specified employee” under Section 409A on the date of Executive’s separation from service, each installment payment of the amounts hereunder shall at all times be considered delayed for a separate and distinct paymentperiod of six months from the date of Executive’s separation from service if required by Section 409A. The accumulated postponed amount shall be paid in a lump sum within 10 days after the end of the six-month period. If Executive dies during the postponement period prior to payment of the postponed amount, the amounts withheld on account of Section 409A shall be paid to Executive’s estate within 10 days after the date of Executive’s death.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of The payments and benefits under this Agreement are intended to comply with qualify for an exemption from application of Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder Code (collectively, “Section 409A”) or an exemption therefrom comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be construed interpreted accordingly. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, and administered to the extent that such payment or benefit is payable upon the termination of your employment, then such payments or benefits will be payable only upon your “separation from service.” The determination of whether and when a separation from service has occurred will be made in accordance with such intentthe presumptions set forth in Treasury Regulation Section 1.409A-1(h). Any payments under Anything in this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoingcontrary notwithstanding, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed if at the time of Executive’s Separation your separation from Service to be service, the Company determines that you are a “specified employee” for purposes within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits payment or benefit that you become entitled to which Executive is entitled under this Agreement is required in order on account of your separation from service would be considered deferred compensation subject to avoid the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a prohibited distribution under result of the application of Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409ACode, such portion of Executive’s benefits shall payment will not be payable and such benefit will not be provided to Executive prior to until the date that is the earlier of (iA) six months and one day after your separation from service, (B) your death, or (C) such earlier date as permitted under Section 409A without imposition of adverse taxation. If any such delayed cash payment is otherwise payable on an installment basis, the expiration first payment will include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the six- month period measured from the date installments will be payable in accordance with their original schedule. The Company makes no representation or warranty and will have no liability to you or any other person if any provisions of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed determined to constitute “nonqualified deferred compensation” within the meaning of compensation subject to Section 409A (i) such amounts shall be paid but do not satisfy an exemption from, or reimbursed to Executive promptlythe conditions of, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.409A.

Section 409A. Notwithstanding If at any provision to the contrary in this Agreement: (a) All provisions of this Agreement are intended to comply with Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If time Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of (as defined in Treasury Regulation Section 409A(a)(2)(B)(i) of the Code1.409A-1(i)), any amounts payable to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion by reason of Executive’s benefits shall not termination of employment pursuant to this Agreement or otherwise will be provided to Executive prior to the earlier delayed for a period of six (i6) the expiration of the six- month period measured from months following the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) periodtermination, all payments deferred pursuant and shall instead be paid, without interest, to this Section 4.3(b) shall be paid Executive in a lump sum to Executive, and any remaining payments due under on the Agreement shall be paid as otherwise provided herein. first (c1st) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 day of the year seventh (7th) month following the year in which the expense is incurred, (ii) the date of termination. The amount of expenses for which Executive is eligible to receive reimbursement during any such payments eligible for reimbursement in one calendar year shall not affect the payments or amount of expenses that are for which Executive is eligible for payment or to receive reimbursement in during any other taxable yearcalendar year during the Employment Term, and (iii) Executive’s right to such payments or any reimbursement shall payable in accordance with Section 5 will not be subject to liquidation or exchange for any other benefit; provided, that . This Agreement is intended to satisfy the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes requirements of Section 409A of the Internal Revenue Code, as amended, and other guidance promulgated thereunder (including“Section 409A”) and shall be interpreted, construed and administered in a manner consistent with that intent. If either party notifies the other in writing that one or more or the provisions of this Agreement contravenes any Treasury Regulations or guidance promulgated under Section 409A, or causes any amounts to be subject to interest, additional tax or penalties under Section 409A, the parties shall agree to negotiate in good faith to make amendments to this Agreement as the parties mutually agree, reasonably and in good faith are necessary or desirable, to (i) maintain to the maximum extent reasonably practicable the original intent of the applicable provisions without limitationviolating the provisions of Section 409A or increasing the costs to the Company of providing the applicable benefit or payment and (ii) to the extent possible, for purposes to avoid the imposition of Treasury Regulation any interest, additional tax or other penalties under Section 1.409A-2(b)(2)(iii))409A upon the parties, Executive’s provided that, notwithstanding the foregoing, the Company makes no representation that amounts payable under this Agreement will comply with Section 409A and makes no undertaking to prevent Section 409A from applying to any amounts paid under this Agreement. Additionally, the Company intends that each right to receive installment payments under the payment made pursuant to this Agreement shall be treated as a right to receive a series “separate payment” for purposes of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.the application of Section 409A.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) so as not to subject the Executive to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement are intended to comply with Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with interpreted to avoid the imputation of any such intent. Any payments additional tax, penalty or interest under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A yet preserve (to the maximum nearest extent reasonably possible. Notwithstanding ) the foregoing, intended benefit payable to the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.Executive. (b) If the Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes within the meaning of Treasury Regulation Section 409A(a)(2)(B)(i1.409A-1(i) as of the Code, to the extent delayed commencement of any portion date of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits Separation from Service, the Executive shall not be provided entitled to Executive prior any payment or benefit pursuant to Section 1.2(b) of this Agreement until the earlier of (i) the expiration of the six- month period measured from the date of Executive’s which is six (6) months after his or her Separation from Service for any reason other than death, or (ii) the date of the Executive’s death. Upon The provisions of this Section 17(b) shall only apply if, and to the expiration extent, required to avoid the imputation of the applicable any tax, penalty or interest pursuant to Code Section 409A(a)(2)(B)(i409A. Any amounts otherwise payable to the Executive upon or in the six (6) period, all payments deferred pursuant to month period following the Executive’s Separation from Service that are not so paid by reason of this Section 4.3(b17(b) shall be paid (without interest) as soon as practicable (and in a lump sum to all events within thirty (30) days) after the date that is six (6) months after the Executive’s Separation from Service (or, if earlier, as soon as practicable, and any remaining payments due under in all events within thirty (30) days, after the Agreement shall be paid as otherwise provided hereindate of the Executive’s death). (c) Any To the extent that any benefits or reimbursements payable pursuant to Section 1.2(b)(ii) or Section 1.2(b)(iii) of this Agreement are taxable to the Executive, any reimbursement payment due to the Executive pursuant to the Agreement such provisions shall be paid to the Executive no later than 30 days after Executive provides on or before the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 last day of the Executive’s taxable year following the taxable year in which the related expense is was incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, . The benefits and (iii) Executive’s right reimbursements pursuant to such payments or reimbursement shall provisions are not be subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effecttaxable year. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision Anything in this Agreement to the contrary in this Agreementnotwithstanding: (a) All provisions of It is intended that any amounts payable under this Agreement are intended to shall either be exempt from or comply with Section 409A of the CodeCode and all regulations, guidance and the applicable Treasury regulations and administrative guidance other interpretive authority issued thereunder (collectively, “Code Section 409A”) so as not to subject Executive to payment of any additional tax, penalty or an exemption therefrom and interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and administered in accordance with interpreted to avoid the imputation of any such intent. Any payments additional tax, penalty or interest under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A yet preserve (to the maximum nearest extent reasonably possible. Notwithstanding ) the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.intended benefit payable to Executive. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to To the extent delayed commencement that the reimbursement of any portion expenses or the provision of the any in-kind benefits to which Executive is entitled under this Agreement is required in order subject to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, during any one calendar year shall not affect the six- month period measured from the date amount of Executive’s Separation from Service such expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) the date reimbursement of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) any such expense shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive made by no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the calendar year in which the such expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, ; and (iii) Executive’s right to receive such payments reimbursements or reimbursement in-kind benefits shall not be subject to liquidation or exchange for any other another benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (dc) For purposes of Section 409A (including, without limitation, for purposes If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii)), 1.409A -1(i) as of the date of Executive’s right Separation from Service, then any payment or benefit pursuant to receive installment payments Sections 3.4(a) or 3.5(a)(i) or pursuant to any other provision of this Agreement on account of Executive’s Separation from Service, to the extent such payment (after taking into account all exclusions applicable to such payment under Code Section 409A) is properly treated as deferred compensation subject to Code Section 409A, shall not be made until the Agreement first business day after (i) the expiration of six (6) months from the date of Executive’s Separation from Service, or (ii) if earlier, the date of Executive’s death (the “Delayed Payment Date”). On (or within five business days after) the Delayed Payment Date, there shall be treated paid to Executive or, if Executive has died, to the representative of Executive’s estate, in a single cash lump sum, an amount equal to the aggregate amount of the payments delayed pursuant to the preceding sentence, plus interest thereon, compounded monthly, at an annual rate equal to the Delayed Payment Interest Rate (as a right defined below) computed from the date on which each such delayed payment otherwise would have been made to receive a series Executive until the Delayed Payment Date. For purposes of separate payments andthe foregoing, accordinglythe “Delayed Payment Interest Rate” shall mean the highest interest rate, each installment payment hereunder shall as of the first day of the month in which the Separation from Service occurs, payable by the Company on its outstanding publicly-traded debt (or if no such public debt is then outstanding, the rate at all times be considered a separate and distinct paymentwhich the Company could then borrow from its primary bank lender) plus 100 basis points.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of The payments and benefits under this Agreement are intended to comply with qualify for exemptions from the application of Section 409A of the CodeInternal Revenue Code of 1986, as amended and the applicable Treasury regulations and administrative guidance issued Regulations promulgated thereunder (collectively, “Section 409A”) or an exemption therefrom ), and shall this Agreement will be construed and administered in accordance to the greatest extent possible as consistent with such intentthose provisions. Any payments under To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from complies with Section 409A to the maximum extent possible. necessary to avoid adverse taxation under Section 409A. Notwithstanding anything to the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Codecontrary herein, to the extent delayed commencement of any portion of the benefits required to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under comply with Section 409A, such portion a termination of Executive’s benefits employment shall not be provided deemed to Executive prior to have occurred for purposes of any provision of this Agreement providing for the earlier payment of (i) the expiration amounts or benefits upon or following a termination of the six- month period measured from the date of Executive’s employment unless such termination is also a “Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensationService” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), 409A. The Executive’s right to receive any installment payments under the Agreement shall will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed by the Employer at the time of the Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Employer are deemed to be “non-qualified deferred compensation” subject to Section 409A, then, to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A and the related adverse taxation under Section 409A, such payments shall not be provided to the Executive prior to the earliest of (a) the expiration of the six-month period measured from the date of Separation from Service, (b) the date of the Executive’s death or (c) such earlier date as permitted under Section 409A without the imposition of adverse taxation. With respect to payments to be made upon execution of an effective release, if the release revocation period spans two calendar years, payments will be made in the second of the two calendar years to the extent necessary to avoid adverse taxation under Section 409A. With respect to reimbursements or in-kind benefits provided to the Executive hereunder (or otherwise) that are not exempt from Section 409A, the following rules shall apply: (x) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of the Executive’s taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to be provided in any other taxable year, (y) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred and (z) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, the Employer makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute non-qualified deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, such Section.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of It is intended that any amounts payable under this Agreement are intended to shall either be exempt from or comply with Section 409A of the Code, and Code (including the applicable Treasury regulations and administrative other published guidance issued thereunder relating thereto) (collectively, “Code Section 409A”) so as not to subject Executive to payment of any additional tax, penalty or an exemption therefrom and interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and administered in accordance with interpreted to avoid the imputation of any such intentadditional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Executive. Any installment payments under provided for in this Agreement that may shall be excluded from Section 409A either as separation pay due to an involuntary separation from service or treated as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the series of separate payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any for purposes of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Code Section 409A. (b) If Executive is deemed at a “specified employee” within the time meaning of Treasury Regulation Section 1.409A- 1(i) as of the date of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the CodeService, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided entitled to Executive prior any payment or benefit pursuant to Section 5.3(b) or (c) until the earlier of (i) the expiration of the six- month period measured from the date of which is six (6) months after Executive’s Separation from Service for any reason other than death, or (ii) the date of Executive’s death. Upon The provisions of this Section 21(b) shall only apply if, and to the expiration extent, required to avoid the imputation of the applicable any tax, penalty or interest pursuant to Code Section 409A(a)(2)(B)(i409A. Any amounts otherwise payable to Executive upon or in the six (6) period, all payments deferred pursuant to month period following Executive’s Separation from Service that are not so paid by reason of this Section 4.3(b21(b) shall be paid (without interest) as soon as practicable (and in a lump sum to all events within thirty (30) days) after the date that is six (6) months after Executive’s Separation from Service (or, if earlier, as soon as practicable, and any remaining payments due under in all events within thirty (30) days, after the Agreement shall be paid as otherwise provided hereindate of Executive’s death). (c) Any To the extent that any benefits pursuant to Section 5.3(b)(ii) or reimbursements payable pursuant to Section 4.2 are taxable to Executive, any reimbursement payment due to Executive pursuant to the Agreement any such provision shall be paid to Executive no later than 30 days after Executive provides on or before the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning last day of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the Executive’s taxable year following the taxable year in which the related expense is was incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, . The benefits and (iii) Executive’s right reimbursements pursuant to such payments or reimbursement shall provisions are not be subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that Executive receives in any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effecttaxable year. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision anything herein to the contrary in this Agreement: (a) All provisions of contrary, this Agreement are is intended to comply with be interpreted and operated to the extent possible so that the payments set forth herein either shall be exempt from the requirements of Section 409A of the Code, and Code or shall comply with the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with requirements of such intent. Any payments under this Agreement provision; provided however that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates Employer be liable to the Employee for all or any portion of with respect to any taxes, penalties, penalties or interest or other expenses that which may be incurred by Executive imposed upon the Employee pursuant to Section 409A. To the extent that any amount payable pursuant to this Agreement constitutes a “deferral of compensation” subject to Section 409A (a “409A Payment”), then, if on account the date of non-compliance with the Employee’s “separation from service,” as such term is defined in Treas. Reg. Section 409A. 1.409A-1(h)(1), from the Employer (b) If Executive is deemed at the time of Executive’s “Separation from Service to be Service”), the Employee is a “specified employee,” for purposes of as such term is defined in Treas. Reg. Section 409A(a)(2)(B)(i) of 1.409-1(i), as determined from time to time by the CodeEmployer, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, then such portion of Executive’s benefits 409A Payment shall not be provided made to Executive prior to the Employee earlier than the earlier of (i) six (6) months after the expiration of the six- month period measured from the date of ExecutiveEmployee’s Separation from Service Service; or (ii) the date of ExecutiveEmployee’s death. Upon The 409A Payment under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, with interest (compounded monthly) at the expiration prime rate reported by the Wall Street Journal on the date the payment otherwise would have been made, on the first business day following the end of the applicable Code Section 409A(a)(2)(B)(isix (6) periodmonth period or following the date of the Employee’s death, whichever is earlier. The Employee hereby acknowledges that Employee has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Employee of all payments deferred pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Section 4.3(b) shall 409A and applicable federal and state tax law. Employee hereby agrees to bear the entire risk of any such adverse federal and state tax consequences and penalty taxes in the event any payment pursuant to this Agreement is deemed to be paid in a lump sum subject to ExecutiveSection 409A, and that no representations have been made to the Employee relating to the tax treatment of any remaining payment pursuant to this Agreement under Section 409A and the corresponding provisions of any applicable state income tax laws. If payments due under Section 6(c) constitute 409A Payment, references within Section 6(c) and this Section 9(i) to termination of employment or similar language shall mean Employee’s “separation from service” as defined in Treas. Reg. Section 1.409A-1(h), including the default presumptions thereunder. No 409A Payment payable under this Agreement shall be paid subject to acceleration or to any change in the specified time or method of payment, except as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the under this Agreement shall be paid to Executive no later than 30 days after Executive provides the Company and consistent with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.409A.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions This Agreement is intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as a short-term deferral, and the terms of this Agreement shall be construed consistent with such intent. (b) Notwithstanding the foregoing, however, if any payment to which you are intended entitled under this Agreement is considered to comply be “nonqualified deferred compensation” subject to Section 409A of the Code, such payment shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Neither you nor PRIMEDIA shall take any action to accelerate or delay the payment of any such amounts in any manner which would not be in compliance with Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.. (bc) If Executive is deemed at In the time of Executive’s Separation from Service to be event you qualify as a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the CodeCode at the time of your separation from service, any payments to the extent delayed commencement be made in connection with your “separation from service” (as determined for purposes of any portion Section 409A of the benefits Code) that constitute “nonqualified deferred compensation” subject to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) 409A of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to made until the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service death or (ii) six (6) months after your separation from service (the date of Executive’s death. Upon “409A Deferral Period”) to the expiration extent required by Section 409A of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant Code. Payments otherwise due to this Section 4.3(b) be made during the 409A Deferral Period shall be accumulated and paid in a lump sum to Executive, and any remaining payments due under as soon as the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effectDeferral Period ends. (d) For purposes of this Agreement, termination of employment shall be construed consistently with a “separation from service” within the meaning of Section 409A of the Code. (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right e) Any payment to receive installment payments which you are entitled under the this Agreement shall be treated as a right separate payment from any other amounts to receive a series which you may be entitled to the maximum extent permitted by Section 409A of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentthe Code.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement. For purposes of Code Section 409A, each payment under this Agreement are intended to comply with Section 409A of the Code, shall be treated as a separate payment and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any right to a series of installment payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments andpayments. In no event may the Executive, accordinglydirectly or indirectly, each installment payment hereunder shall at all times be considered a separate and distinct designate the calendar year of payment. (b) To the maximum extent permitted under Code Section 409A, the cash severance payments payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-l(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-l(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code Section 409A, then such amount shall hereinafter be referred to as the “Excess Amount.” If the Executive is a “key employee” of a publicly traded corporation under Section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Code Section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code Section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within 10 days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of Section 409A shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code Section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code Sections 416(i) and 409A.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions The intent of the parties is that payments and benefits under this Agreement are intended to either comply with or are exempt from Section 409A of the Code, Code and the applicable Treasury regulations and administrative guidance issued promulgated thereunder (collectively, collectively “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A ); accordingly, to the maximum extent possiblepermitted, this Agreement will be interpreted to be in compliance therewith. Notwithstanding the foregoing, In no event whatsoever will the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penaltiesadditional tax, interest or other expenses penalty that may be incurred imposed on the Executive by Executive on account of non-compliance Section 409A or damages for failing to comply with Section 409A. (b) If Any installment payment paid to the Executive pursuant to this Agreement is intended to be a separate payment for purposes of Section 409A. To the extent, if any, that the aggregate amount of the installments of Good Leaver Severance Benefit that would otherwise be paid pursuant to this Agreement after March 15th of the calendar year following the year of Notice of Termination (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Selection 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to the Executive in a lump sum on the Applicable March 15 (or the first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day), and the installments of the Good Leaver Severance Benefit payable after the Applicable March 15 shall be reduced by such excess (beginning with the installment first payable after the Applicable March 15 and continuing with the next succeeding installment until the aggregate reduction equals such excess). A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A, and for purposes of any such provision of this Agreement, to the extent necessary to comply with or maintain an exemption from Section 409A, references to a “termination,” “termination of employment” or like terms will mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed at on the time date of Executive’s Separation from Service termination to be a “specified employee” for purposes of within the meaning under Section 409A(a)(2)(B)(i) of 409A(a)(2)(B), then with regard to any payment or the Code, to the extent delayed commencement provision of any portion of the benefits to which Executive benefit that is entitled under this Agreement is required in order to avoid a prohibited distribution considered deferred compensation under Section 409A(a)(2)(B)(i) 409A payable on account of the Code which would subject Executive to a tax obligation under Section 409A, “separation from service,” such portion of Executive’s benefits shall payment or benefit will not be made or provided to Executive prior to until the date that is the earlier of (i) the expiration of the six- month six (6)-month period measured from the date of such “separation from service” of the Executive’s Separation from Service or , and (ii) the date of the Executive’s death. , to the extent required under Section 409A. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) foregoing delay period, all payments deferred and benefits delayed pursuant to this Section 4.3(b6(b) shall (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to the Executive in a lump sum to Executivesum, and any remaining payments and benefits due under the this Agreement shall will be paid as otherwise or provided in accordance with the normal payment dates specified for them herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to To the extent that any such reimbursements are deemed to or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” within the meaning for purposes of Section 409A 409A, (i) such amounts shall all expenses or other reimbursements hereunder will be paid made on or reimbursed to Executive promptly, but in no event later than December 31 before the last day of the taxable year following the taxable year in which such expenses were incurred by the expense is incurredExecutive, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments reimbursement or reimbursement shall in-kind benefits will not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effecttaxable year. (d) For purposes of Section 409A (including409A, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under the pursuant to this Agreement shall be is treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentpayments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period is within the sole discretion of the Company. (e) Notwithstanding any provision of this Agreement to the contrary, in no event will any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

Section 409A. Notwithstanding It is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intent. In the event that any provision to the contrary in this Agreement: (a) All provisions of this Agreement are intended is subject to but fails to comply with Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that the payments and benefits provided under this Agreement are exempt from, provides for such correction as a means to avoid or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of mitigate any taxes, penalties, interest or other expenses penalties that may would otherwise be incurred by the Executive on account of non-compliance such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” 409A. Solely for purposes of Section 409A(a)(2)(B)(i) determining the time and form of payments due the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required (including any payments due under Sections 3(c) or 5) or otherwise in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of connection with the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits termination of employment with the Company, the Executive shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute have incurred a termination of employment unless and until the Executive shall incur a “nonqualified deferred compensationseparation from service” within the meaning of Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty (40) percent of the average level of bona fide services performed by the Executive for the Company over the immediately preceding thirty-six (36) months (or the period of Executive’s employment if Executive has been employed with the Company less than thirty-six (36) months at the time of the Executive’s termination). The determination of whether and when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation 1.409A-1(h). 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, including, where applicable, the requirements that (i) such amounts shall any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement (and the in-kind benefits to be paid provided) during a calendar year may not affect the expenses eligible for reimbursement (and the in-kind benefits to be provided) in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or reimbursed to Executive promptly, but in no event later than December 31 before the last day of the calendar year following the year in which the expense is incurred, ; and (iiiv) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments reimbursement (or reimbursement shall in-kind benefits) is not be subject to set off or liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) . For purposes of Section 409A (including409A, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under the this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentpayments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of The compensation and benefits under this Agreement are intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable Treasury regulations promulgated and administrative other official guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom ), and shall this Agreement will be construed and administered interpreted in accordance a manner consistent with such that intent. Any payments For purposes of Sections 4, 5 and 6 of this Agreement, “removal,” “termination of the Executive’s employment” and words of similar import mean, to the extent necessary to comply with Section 409A, the date that the Executive first incurs a “separation from service” within the meaning of Section 409A. Each payment under this Agreement that may shall be excluded from Section 409A either as separation pay due to an involuntary separation from service or designated as a short-term deferral shall be excluded from “separate payment” for purposes of Section 409A to 409A. To the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits any reimbursement provided under this Agreement are exempt fromis includable in the Executive’s income, such reimbursements shall be paid to the Executive not later than December 31st of the year following the year in which the Executive incurs the expense and the amount of reimbursable expenses provided in one year shall not increase or compliant withdecrease the amount of reimbursable expenses to be provided in a subsequent year. To the extent that any payment or acceleration of payment under this Agreement would be considered an impermissible acceleration of payment that would result in a violation of Section 409A, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that shall delay making such period until the earliest date on which such payment may be incurred by Executive on account of non-compliance with made without violating Section 409A. (b) If Executive is deemed 409A. Notwithstanding anything in this Agreement to the contrary, if at the time of the Executive’s Separation separation from Service to be service with the Company, the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code409A, to the extent delayed commencement of and any portion of the benefits to which Executive is entitled payment payable under this Agreement as a result of such separation from service is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive be delayed by six months pursuant to a tax obligation under Section 409A, then the Company will make such portion of payment on the date that is six months following the Executive’s benefits shall not be provided to Executive prior separation from service with the Company. The amount of such payment will equal the sum of the payments that would have been paid to the earlier of (i) Executive during the expiration of the six- six-month period measured from immediately following the date of Executive’s Separation separation from Service or (ii) service had the date payment commenced as of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided hereinsuch date. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement: (a) All herein, the following provisions of this Agreement apply to the extent severance benefits provided herein are intended subject to comply with Section 409A of the Internal Revenue Code (the “Code, ”) and the applicable Treasury regulations and administrative other guidance issued thereunder and any state law of similar effect (collectively, collectively “Section 409A”) or an exemption therefrom ). Severance benefits shall not commence until the Executive has a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “separation from service”). Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded the severance benefits are intended to satisfy the exemptions from application of Section 409A either as separation pay due to an involuntary provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and the Executive is, upon separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoingservice, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order necessary to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a adverse personal tax obligation consequences under Section 409A, such portion the timing of Executive’s the severance benefits payments shall not be provided to Executive prior to delayed until the earlier of six (i6) months and one day after the Executive’s separation from service, the Executive’s death or such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the such applicable Code Section 409A(a)(2)(B)(i) 409A period, all payments deferred pursuant to this Section 4.3(b) paragraph shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to herein or in the Agreement applicable agreement. No interest shall be paid due on any amounts so deferred. The parties acknowledge that the exemptions from application of Section 409A to Executive no later than 30 days after Executive provides the Company with a written request for reimbursementseverance benefits are fact specific, and any later amendment of this Agreement to alter the timing, amount or conditions that will trigger payment of severance benefits may preclude the ability of severance benefits provided under this Agreement to qualify for an exemption. To the extent that any such reimbursements severance payments or benefits are deemed to constitute “nonqualified deferred compensation” within compensation under Section 409A, and are not otherwise exempt from the meaning application of Section 409A 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of such severance payments and benefits will not be made or begin until the later calendar year. (iii) such amounts It is intended that this Agreement shall comply with the requirements of Section 409A, and any ambiguity contained herein shall be paid or reimbursed interpreted in such manner so as to Executive promptlyavoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, but the Company shall in no event later than December 31 of be obligated to indemnify the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange Executive for any other benefit; provided, taxes or interest that may be assessed by the foregoing clause shall not be violated with regard Internal Revenue Service pursuant to expenses reimbursed under any arrangement covered by Section 105(b) 409A of the Code solely because such expenses are subject to a limit related payments made pursuant to the period in which the arrangement is in effectthis Agreement. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. (A) Notwithstanding any provision anything to the contrary in this Agreement: (a) All herein, the following provisions of this Agreement apply to the extent severance benefits provided herein are intended subject to comply with Section 409A of the Code, Code and the applicable Treasury regulations and administrative other guidance issued thereunder and any state law of similar effect (collectively, collectively “Section 409A”) or an exemption therefrom ). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded the severance benefits are intended to satisfy the exemptions from application of Section 409A either as separation pay due to an involuntary provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is, upon separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoingservice, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order necessary to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a adverse personal tax obligation consequences under Section 409A, such portion the timing of Executive’s the severance benefits payments shall not be provided to Executive prior to delayed until the earlier of (i) the expiration of the six- month period measured from the date of six (6) months and one day after Executive’s Separation separation from Service service, or (ii) the date of Executive’s death. Upon The parties acknowledge that the expiration exemptions from application of Section 409A to severance benefits are fact specific, and any later amendment of this Agreement to alter the timing, amount or conditions that will trigger payment of severance benefits may preclude the ability of severance benefits provided under this Agreement to qualify for an exemption. (B) It is intended that this Agreement shall comply with the requirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify the Executive for any taxes or interest that may be assessed by the IRS pursuant to Section 409A of the applicable Code Section 409A(a)(2)(B)(i) period, all to payments deferred made pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to Agreement. To the extent that any such reimbursements severance benefit payments are deemed delayed as required by this Agreement due to constitute “nonqualified deferred compensation” within the meaning application of Section 409A (i) such amounts 409A, all suspended payments shall earn and accrue interest at the prevailing “Prime Rate” of interest as published by The Wall Street Journal at the time the payment is made, and any suspended payment when so made, shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated made as a right to receive a series of separate payments andlump sum payment, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentincluding accrued interest.

Section 409A. Notwithstanding any provision to To the contrary in this Agreement: (a) All provisions of extent applicable, the benefits provided under this Agreement are intended to comply with qualify for one or more exemptions from application of Section 409A to the maximum extent such exemptions are available. To the extent applicable, each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, the following provisions shall apply. (a) Notwithstanding anything to the contrary set forth herein, the Executive shall receive the severance benefits described in this Agreement (the “Severance Benefits”) if and only if Executive duly executes and returns to the Company within the applicable Treasury regulations time period set forth therein, the Release and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered permits the release of claims contained therein to become effective in accordance with its terms no later than (60 days following the Date of Termination (such intentlatest permitted date, the “Release Deadline”)). Any To the extent the Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which the Executive separates from service, the Release will not be deemed effective any earlier than the Release Deadline. Notwithstanding any other payment schedule set forth in this Agreement, none of the Severance Benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the Release. Except to the extent that payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A delayed until the Specified Employee Initial Payment Date pursuant to the maximum extent possible. Notwithstanding following paragraph, on the foregoingfirst regular payroll pay day following the effective date of the Release, the Company makes no representations that will pay the payments and benefits provided Executive the Severance Benefits the Executive would otherwise have received under this the Agreement are exempt fromon or prior to such date but for the delay in payment related to the effectiveness of the Release, or compliant with, Section 409A and in no event shall with the Company or any balance of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.the Severance Benefits being paid as originally scheduled. (b) If Executive is deemed Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s Separation separation from Service to be service within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” for purposes within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of payment or benefit that the benefits Executive becomes entitled to which Executive is entitled under this Agreement is required in order on account of the Executive’s separation from service would be considered deferred compensation otherwise subject to avoid the 20% additional tax imposed pursuant to Section 409A(a) of the Code as a prohibited distribution under result of the application of Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409ACode, such portion of Executive’s benefits payment shall not be payable and such benefit shall not be provided to Executive prior to until the date that is the earlier of (iA) six months and one day after the Executive’s separation from service, or (B) the expiration Executive’s death (the “Specified Employee Initial Payment Date”). If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) installments shall be paid payable in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided hereinaccordance with their original schedule. (c) Any reimbursements payable to Executive pursuant to the All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be paid to Executive no later than 30 days after Executive provides provided by the Company with a written request or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursementreimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (d) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) benefit is payable upon the Executive’s right to termination of employment, then such payments or reimbursement benefits shall not be subject payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). (e) To the extent applicable, the Parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to liquidation or exchange for any other benefit; providedits compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the foregoing clause shall not Code. The Parties agree that this Agreement may be violated amended, as reasonably requested by either party in good faith, and as may be necessary to fully comply with regard to expenses reimbursed under any arrangement covered by Section 105(b) 409A of the Code solely because such expenses are subject and all related rules and regulations in order to a limit related preserve the intended payments and economic benefits provided hereunder to the period in which the arrangement is in effectmaximum extent possible without additional cost to either party. (df) For purposes The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A (includingof the Code but do not satisfy an exemption from, without limitationor the conditions of, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentsuch Section.

Section 409A. Notwithstanding any provision The parties intend that income provided to the contrary in Executive pursuant to this Agreement: (a) All provisions of this Agreement are intended Release will not be subject to comply with taxation under Section 409A of the Code, Internal Revenue Code and the applicable Treasury regulations and administrative guidance issued Regulations thereunder (collectively, “Section 409A”) or an exemption therefrom and ). The provisions of this Release shall be interpreted and construed and administered in accordance favor of satisfying any applicable requirements of Section 409A. To the extent that any provision of this Release is modified in order to comply with Section 409A, such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral modification shall be excluded from Section 409A made in good faith and shall, to the maximum extent possible. Notwithstanding , maintain the foregoingoriginal intent and economic benefit to the Executive of the applicable provision without causing the Executive to recognize any tax under Section 409A. However, the Company makes no representations that does not guarantee any particular tax effect for income provided to the payments Executive pursuant to this Release. In any event, except for the Company’s responsibility to withhold applicable income and benefits employment taxes from compensation paid or provided under this Agreement are exempt from, or compliant with, Section 409A to the Executive and in no event shall to pay the Company or any of its affiliates be liable for all or any employer portion of any federal, state or local employment taxes, the Company shall not be responsible for the payment of any applicable taxes, penalties, interest interest, costs, fees, including attorneys’ fees, or other expenses that may be liability incurred by the Executive in connection with compensation paid or provided pursuant to this Release. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Release to the contrary: a) No amount payable pursuant to this Release on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be termination of employment with the Company which constitutes a “specified employee” for purposes deferral of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A shall be paid unless and until the Executive has incurred a “separation from service” within the meaning of Section 409A. If the Executive incurs a termination of employment that does not constitute a “separation from service” within the meaning of Section 409A, then the Executive’s right to any amount or benefit that becomes payable by reason of such termination of employment shall vest on the date of such termination of employment, but payment shall be deferred until the earlier of (i) such amounts shall be paid the date that the Executive incurs a “separation from service” within the meaning of Section 409A (or reimbursed to Executive promptly, but in no event later than December 31 the first day of the year following seventh month thereafter if the year in which Executive is a “specified employee” as of the expense is incurreddate of such separation from service, as described below) or, (ii) the death of the Executive. Furthermore, if the Executive is a “specified employee” within the meaning of Section 409A (determined using the identification methodology selected by the Company from time to time, or if none, the default methodology) as of the date of the Executive’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of the Executive’s separation from service shall paid to the Executive before the date (the “Delayed Payment Date”) which is the first (1st) day of the seventh (7th) month after the date of the Executive’s separation from service or, if earlier, the date of the Executive’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid in a lump sum on the Delayed Payment Date. Thereafter, any such payments eligible that remain outstanding as of the day immediately following the Delayed Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Release. b) The Company and the Executive intend that any right of the Executive to receive installment payments hereunder shall, for all purposes of Section 409A, be treated as a right to a series of separate payments. c) With regard to any provision of this Release that provides for reimbursement in one year shall of expenses or in-kind benefits, except for any expense, reimbursement or in-kind benefit provided pursuant to this Release that does not affect constitute a “deferral of compensation,” within the payments or expenses that are eligible for payment or reimbursement in any other taxable yearmeaning of Section 409A, and (iiii) Executive’s the right to such payments reimbursement or reimbursement in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other benefit; providedtaxable year, provided that the foregoing clause (iii) shall not be deemed to be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect, and (iv) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense occurred. (d) For the purposes of determining when payments may commence after the Executive executes a release in accordance with this Release, if the sixtieth (60th) day after the date of termination occurs in the calendar year following the year in which the termination occurs, then no payments or benefits subject to Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right paid prior to receive a series the first day of separate payments andsuch following calendar year, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentregardless of when the release is executed.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions This Agreement is intended to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and its corresponding regulations, or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by section 409A of the Code, to the extent applicable. Severance benefits under this Agreement are intended to comply with Section be exempt from section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by section 409A of the Code, and if the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be considered a “specified employee” for purposes of Section 409A(a)(2)(B)(i) section 409A of the Code, to the extent delayed commencement Code and if payment of any portion of the benefits to which Executive is entitled amounts under this Agreement is required in order to avoid be delayed for a prohibited distribution under Section 409A(a)(2)(B)(iperiod of six (6) months after separation from service pursuant to section 409A of the Code which would subject Executive to a tax obligation under Section 409ACode, payment of such portion of Executive’s benefits amounts shall not be provided to Executive prior to the earlier of (i) the expiration delayed as required by section 409A of the six- month period measured from Code, and the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) accumulated amounts shall be paid in a lump lump-sum payment within ten (10) days after the end of the six (6)-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. (b) All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under section 409A of the Code. For purposes of section 409A of the Code, each payment hereunder shall be treated as a separate payment, and any remaining the right to a series of installment payments due under the this Agreement shall be paid treated as otherwise provided hereina right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the fiscal year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive’s designating the fiscal year of payment of any amounts of deferred compensation subject to section 409A of the Code, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (c) Any All reimbursements payable to Executive pursuant to the and in-kind benefits provided under this Agreement shall be paid made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement be for expenses incurred during the period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in- kind benefits provided, during a fiscal year not affect the expenses eligible for reimbursement, or in-kind benefits to Executive be provided, in any other fiscal year, (iii) the reimbursement of an eligible expense be made no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 last day of the fiscal year following the year in which the expense is incurred, and (iiiv) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments reimbursement or reimbursement shall in-kind benefits not be subject to liquidation or exchange for any other another benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision 4.5.1. Payments to Executive under this Article 4 shall be bifurcated into two portions, consisting of a portion that does not constitute “nonqualified deferred compensation” within the contrary in this Agreement: (a) All provisions meaning of this Agreement are intended to comply with Section 409A of the CodeCode and a portion that does constitute nonqualified deferred compensation. Payments hereunder shall first be made from the portion, if any, that does not consist of nonqualified deferred compensation until it is exhausted and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and then shall be construed and administered in accordance with such intentmade from the portion that does constitute nonqualified deferred compensation. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoingHowever, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of as defined in Section 409A(a)(2)(B)(i) of the Code, to the extent delayed required by Section 409A of the Code, the commencement of the delivery of any portion such payments that constitute nonqualified deferred compensation will be delayed to the date that is six months and one day after Executive’s Date of Termination (the “Earliest Payment Date”). Any payments that are delayed pursuant to the preceding sentence shall be paid on the Earliest Payment Date. The determination of whether, and the extent to which, any of the benefits payments to be made to Executive hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Treasury Reg. § 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of Executive following the taxable year of Executive in which Executive is entitled under the Date of Termination occurs. 4.5.2. The parties acknowledge and agree that the interpretation of Section 409A of the Code and its application to the terms of this Agreement is required in order uncertain and may be subject to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of change as additional guidance and interpretations become available. Anything to the Code which would subject Executive to a tax obligation under Section 409Acontrary herein notwithstanding, such portion of Executive’s all benefits shall not be or payments provided by the Company to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall that would be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject intended to a limit related to the period in which the arrangement is in effect. (d) For purposes of comply with Section 409A of the Code. If, however, any such benefit or payment is deemed to not comply with Section 409A of the Code, the Company and Executive agree to renegotiate in good faith any such benefit or payment (including, without limitation, for purposes as to the timing of Treasury Regulation any severance payments payable hereof) so that either (i) Section 1.409A-2(b)(2)(iii))409A of the Code will not apply or (ii) compliance with Section 409A of the Code will be achieved; provided, Executive’s right to receive installment however, that any deferral of payments under the Agreement or other benefits shall be treated only for such time period as may be required to comply with Section 409A; and provided, further, that payments or other benefits that occur as a right to receive a series result of separate payments and, accordingly, each installment payment hereunder the application of this section shall at all times be considered a separate and distinct paymentthemselves comply with Section 409A of the Code.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of It is intended that any amounts payable under this Agreement are intended to shall either be exempt from or comply with Section 409A of the Code, and Code (including the applicable Treasury regulations and administrative other published guidance issued thereunder relating thereto) (collectively, “Code Section 409A”) so as not to subject Executive to payment of any additional tax, penalty or an exemption therefrom and interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and administered in accordance with interpreted to avoid the imputation of any such intentadditional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Executive. Any installment payments under provided for in this Agreement that may shall be excluded from Section 409A either as separation pay due to an involuntary separation from service or treated as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the series of separate payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any for purposes of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Code Section 409A. (b) If Executive is deemed at a “specified employee” within the time meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the CodeService, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided entitled to Executive prior any payment or benefit pursuant to Section 5.3(b) or (c) until the earlier of (i) the expiration of the six- month period measured from the date of which is six (6) months after Executive’s Separation from Service for any reason other than death, or (ii) the date of Executive’s death. Upon The provisions of this Section 21(b) shall only apply if, and to the expiration extent, required to avoid the imputation of the applicable any tax, penalty or interest pursuant to Code Section 409A(a)(2)(B)(i409A. Any amounts otherwise payable to Executive upon or in the six (6) period, all payments deferred pursuant to month period following Executive’s Separation from Service that are not so paid by reason of this Section 4.3(b21(b) shall be paid (without interest) as soon as practicable (and in a lump sum to all events within thirty (30) days) after the date that is six (6) months after Executive’s Separation from Service (or, if earlier, as soon as practicable, and any remaining payments due under in all events within thirty (30) days, after the Agreement shall be paid as otherwise provided hereindate of Executive’s death). (c) Any To the extent that any benefits pursuant to Section 5.3(b)(ii) or reimbursements payable pursuant to Section 4.2 are taxable to Executive, any reimbursement payment due to Executive pursuant to the Agreement any such provision shall be paid to Executive no later than 30 days after Executive provides on or before the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning last day of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the Executive’s taxable year following the taxable year in which the related expense is was incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, . The benefits and (iii) Executive’s right reimbursements pursuant to such payments or reimbursement shall provisions are not be subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that Executive receives in any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effecttaxable year. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision to It is the contrary in this Agreement: (a) All provisions intent of the parties that all payments and benefits under this Agreement are intended to shall comply with Section 409A of the CodeInternal Revenue Code ("Section 409A"), to the extent subject thereto, and to the applicable Treasury regulations and administrative guidance issued thereunder (collectivelymaximum extent permitted, “Section 409A”) or an exemption therefrom and this Agreement shall be construed interpreted and administered to be in accordance compliance with such intent. Any Section 409A. Notwithstanding anything in this Agreement to the contrary, Executive shall not be considered to have terminated employment with the Employer for purposes of any payments under this Agreement that may be excluded from are subject to Section 409A either as separation pay due to an involuntary until Executive has had a "separation from service service" from Employer within the meaning of Section 409A. Each amount to be paid or as a short-term deferral shall benefit to be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be treated as a “specified employee” "separate payment" for purposes of Section 409A(a)(2)(B)(i) of the Code, to 409A. To the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution accelerated taxation and penalties, amounts that would otherwise be payable and benefits that would otherwise be provided during the six month period immediately following Executive's separation from service shall instead be paid on the first business day after the date that is six months after Executive's separation from service (or, if earlier, Executive's death). Payments under Sections 7(b) and (e) are intended to qualify to the maximum extent possible as "short-term deferrals" exempt from the application of Section 409A. Any payments and benefits that do not so qualify are intended to qualify for the Section 409A exemption set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii) (which exempts from Section 409A certain payments made upon an "involuntary separation from service"). To the extent that payments made pursuant to Sections (b) and (e) (including benefits under Section 409A(a)(2)(B)(i7(i)) are made upon an "involuntary separation from service" but exceed the exemption threshold set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii), the exemption will be first applied to any continued health and welfare benefits payable (to the extent such benefits are subject to Section 409A and are payable within six months from Executive's separation from service as defined for purposes of Section 409A (the Code which would subject "Delayed Payment Date") and thereafter to any cash payments until the exemption has been applied in full. Any payments under Sections 7(b) and (e) that are not exempted form Section 409A and that are payable prior to the Delayed Payment Date shall be withheld by Employer and paid to Executive on the Delayed Payment Date or as soon thereafter as administratively feasible. To the extent required to a avoid an accelerated or additional tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided amounts reimbursable to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to under this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides on or before the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 last day of the year following the year in which the expense is incurred, (ii) was incurred and the amount of any such payments expenses eligible for reimbursement in (and in-kind benefits to Executive) during one year shall not affect amounts reimbursable or provided in any subsequent year. Nothing in this Section shall prohibit Employer or Executive from making use of any Section 409A exemption that may be applicable to a payment or benefit under this Agreement. Employer makes no representation that any or all of the payments described in this Agreement will be exempt from or expenses comply with Section 409A. Employee acknowledges that are eligible for payment Employer has advised Employee to seek his own counsel with respect to the federal, state, or reimbursement in local tax treatment of any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; providedbenefits under this Agreement, that including the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) treatment of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.Section 409A.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this This Agreement are is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii), as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), or another applicable exemption under Section 409A of the Code or the Treasury regulations promulgated thereunder. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” or similar terms, such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, if Executive is a “specified employee,” as defined in Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation separation from Service 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 (iib) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the Agreement submission by Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any promptly following receipt of such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptlyexpense reports, but in no event later than December 31 the last day of the calendar year following the calendar year in which Executive incurred the expense is incurred, (ii) the reimbursable expense. Any amount of any such payments expenses eligible for reimbursement in one reimbursement, or in-kind benefit provided, during a calendar year shall not affect the payments or amount of expenses that are eligible for payment reimbursement, or reimbursement in in-kind benefit to be provided, during any other taxable calendar year, and (iii) Executive’s . The right to such payments any reimbursement or reimbursement in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), . Executive’s right to receive any installment payments under this Agreement, including without limitation any salary continuation payments that are payable in installments in accordance with the Agreement Company’s normal payroll practices, shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment hereunder shall at all times be considered a separate and distinct paymentpayment as permitted under Section 409A of the Code. Whenever a provision under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

Section 409A. Notwithstanding The parties intend that any provision to the contrary in this Agreement: (a) All provisions of this Agreement are intended to amounts payable hereunder comply with or are exempt from Section 409A of the CodeInternal Revenue Code of 1986, and the applicable Treasury regulations and administrative guidance issued thereunder as amended (collectively, “Section 409A”) or an exemption therefrom (including under Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and shall (b)(9) (“separation pay plans,” including the exceptions under subparagraph (iii) and subparagraph (v)(D)) and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6). For purposes of Section 409A, each of the payments that may be construed and administered in accordance with such intent. Any payments made under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from deemed to be a separate payment for purposes of Section 409A 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to the maximum Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent possible. specifically permitted or required by Section 409A. Notwithstanding the foregoing, the Company makes no representations does not guarantee any particular tax effect, and Executive shall be solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on or for the payments account of Executive in connection with the Agreement (including any taxes, penalties and benefits provided interest under this Agreement are exempt fromSection 409A), or compliant with, Section 409A and in no event shall neither the Company or nor any of its affiliates be liable for all shall have any obligation to indemnify or otherwise hold Executive (or any portion beneficiary) harmless from any or all of any such taxes, penalties, interest penalties or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at interest. With respect to the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement payments of any portion of amounts under the benefits Agreement that are “deferred compensation” subject to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion references in the Agreement to “termination of Executive’s benefits employment” (and substantially similar phrases) shall not be provided mean “separation from service” within the meaning of Section 409A. For the avoidance of doubt, it is intended that any expense reimbursement made to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) hereunder shall be paid in a lump sum to Executiveexempt from Section 409A. Notwithstanding the foregoing, and if any remaining payments due under the Agreement expense reimbursement made hereunder shall be paid as otherwise provided herein. (c) Any reimbursements payable determined to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A 409A, then (i) such amounts the amount of the indemnification payment or expense reimbursement during one taxable year shall not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement shall be paid made on or reimbursed to Executive promptly, but in no event later than December 31 before the last day of the Executive’s taxable year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, was incurred and (iii) Executive’s the right to such payments or expense reimbursement hereunder shall not be subject to liquidation or exchange for any other another benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision The payments pursuant to this Agreement are intended to be exempt from, or comply with, the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”) and this Agreement is intended to be interpreted and operated accordingly to the fullest extent possible; provided, however, that notwithstanding anything to the contrary in this Agreement: (a) All provisions of this Agreement are intended to comply with Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable to you for all or any portion of with respect to any taxes, penalties, penalties or interest or other expenses that which may be incurred by Executive imposed upon you pursuant to Section 409A. In accordance with the preceding sentences, the date on account of non-compliance with which a “separation from service” pursuant to Section 409A. 409A (b) If Executive is deemed at the time of Executive’s “Separation from Service to Service”) occurs shall be a “specified employee” treated as the termination of employment date for purposes of Section 409A(a)(2)(B)(i) determining the timing of the Code, payments under this Agreement to the extent delayed commencement of any portion of the benefits necessary to which Executive is entitled have such payments under this Agreement is be exempt from the requirements of Section 409A or comply with the requirements of Section 409A. To the extent that any payments pursuant to this Agreement constitute “deferral of compensation” subject to Section 409A (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon Separation from Service, then, if you are a “Specified Employee” pursuant to Section 409A on the date of your Separation from Service, then to the extent required in order for you not to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive incur additional taxes pursuant to a tax obligation under Section 409A, no such portion of Executive’s benefits 409A Payment shall not be provided to Executive prior to made before the earlier of (i) the expiration of the six- month period measured from the date of Executive’s 6 months after your Separation from Service Service, or (ii) the date of Executive’s your death. Upon Should the expiration of preceding sentence result in payments to you at a later time than otherwise would have been made under this Agreement, on the applicable Code Section 409A(a)(2)(B)(i) period, all first day any such payments deferred may be made without incurring additional tax pursuant to Section 409A (“409A Payment Date”), the Company shall make such payments provided that any amounts that would have been paid earlier but for the application of this Section 4.3(b) paragraph shall be paid in a lump sum to Executive, and any remaining payments due under on the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) Payment Date. For purposes of Section 409A (including409A, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive each payment installment payments under the Agreement shall be treated as a right separate payment. The parties agree to receive a series cooperate to minimize the impact of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentSection 409A without materially changing the economic value of this Agreement to either party.

Section 409A. (a) Notwithstanding anything in this Agreement to the contrary, any provision compensation or benefits payable under the Agreement that constitutes “nonqualified deferred compensation” within the meaning of Section 409A and which are designated as payable upon Executive’s termination of employment (other than accrued obligations which must be paid upon such termination under applicable law) shall be payable upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “separation from service”), regardless of when the termination of employment occurs. (b) To the maximum extent permitted by applicable law, amounts payable in connection with a separation from service shall be paid in reliance upon Treasury Regulation 1.409A-1(b)(9) (Separation Pay Plans) or Treasury Regulation 1.409A-1(b)(4) (Short-Term Deferrals). However, notwithstanding anything to the contrary in this Agreement: (a) All provisions of this Agreement are intended to comply with Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If if Executive is deemed by the Company at the time of Executive’s Separation separation from Service service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- six-month period measured from the date of Executive’s Separation separation from Service service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under the this Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to To the extent applicable, this Agreement shall be paid interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to Executive no later than 30 days after Executive provides under Section 409A and related Department of Treasury guidance, the Company with a written request for reimbursementmay, and to the extent permitted under Section 409A, (i) cooperate in good faith to adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that any they determine necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, preserve the economic benefits of this Agreement and avoid less favorable accounting or tax consequences for the Company and/or (ii) take such reimbursements are deemed other actions as mutually determined necessary or appropriate to constitute “nonqualified deferred compensation” within exempt the meaning amounts payable hereunder from Section 409A or to comply with the requirements of Section 409A (i) and thereby avoid the application of penalty taxes under such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effectsection. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision The intent of the parties is that payments and benefits under this Agreement comply with section 409A of the Code to the contrary extent subject thereto or be exempt therefrom, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in this Agreement: (a) All provisions compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid the application of an accelerated or additional tax under section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement are intended until such time as the Executive is considered to comply with Section have incurred a "separation from service" from the Company within the meaning of section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separately identified payment for purposes of section 409A of the Code, and any payments that are due within the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-"short term deferral period" as defined in section 409A of the Code shall not be excluded from Section treated as deferred compensation unless applicable law requires otherwise. To the extent required to avoid the application of an accelerated or additional tax under section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the amounts that would otherwise be payable and benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which that would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not otherwise be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) Agreement during the six-month period immediately following the Executive's termination of employment shall instead be paid in a lump sum on the first business day after the date that is six months following the Executive's termination of employment (or upon the Executive's death, if earlier). To the extent required to Executiveavoid an accelerated or additional tax under section 409A of the Code, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable amounts reimbursable to Executive pursuant to the under this Agreement shall be paid to Executive no later than 30 days after Executive provides on or before the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 last day of the year following the year in which the expense is incurred, (ii) was incurred and the amount of any such payments expenses eligible for reimbursement in (and in-kind benefits provided to Executive) during any one year shall may not affect the payments amounts reimbursable or expenses that are eligible for payment or reimbursement provided in any other taxable subsequent year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement. For purposes of Code Section 409A, each payment under this Agreement are intended to comply with Section 409A of the Code, shall be treated as a separate payment and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any right to a series of installment payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments andpayments. In no event may the Executive, accordinglydirectly or indirectly, each installment payment hereunder shall at all times be considered a separate and distinct designate the calendar year of payment. (b) To the maximum extent permitted under Code Section 409A, the cash severance payments payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-l(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under ▇▇▇▇▇. Reg. §1.409A-l(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six (6) month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code Section 409A, then such amount shall hereinafter be referred to as the “Excess Amount.” If the Executive is a “key employee” of a publicly traded corporation under Section 409A at the time of their separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Code Section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code Section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the twelve (12) month period ending on the identification date, is a “specified employee” under Code Section 409A, as determined by the Company, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Company in accordance with the provisions of Code Sections 416(i) and 409A.

Section 409A. Notwithstanding any provision to To the contrary in this Agreement: (a) All provisions of extent applicable, this Agreement are intended to comply shall be interpreted in accordance with Section 409A of the CodeInternal Revenue Code of 1986, and the applicable Treasury regulations and administrative guidance issued thereunder as amended (collectively, “Section 409A”) and any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement other guidance that may be excluded from issued after the Effective Date (“Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A Guidance”). Notwithstanding any provision of the Agreement to the maximum extent possible. Notwithstanding the foregoingcontrary, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from(i) if, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation separation of service from Service to be the Company, Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) as defined in 409A Guidance and the deferral of the Code, to the extent delayed commencement of any portion payments or benefits otherwise payable hereunder as a result of the benefits to which Executive such separation of service is entitled under this Agreement is required necessary in order to avoid a prohibited distribution prevent any accelerated or additional tax under 409A Guidance, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s separation of service with the Company (or the earliest date as is permitted under Section 409A(a)(2)(B)(i) 409A), with any payments that otherwise would have been paid during the six-month period accumulating and paid to Executive in a lump sum on the first business day following the expiration of such six-month period and the remaining payments, if any, due after the six-month period following Executive’s separation from service paid in accordance with the terms of the Code which would subject applicable provision of this Agreement and (ii) if any other payments of money or other benefits due to Executive to a hereunder could cause the application of an accelerated or additional tax obligation under Section 409A, the Company may (a) adopt such portion amendments to the Agreement, including amendments with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of Executive’s the benefits provided by the Agreement and/or (b) take such other actions as the Company determines necessary or appropriate to comply with the requirements of 409A Guidance. The Company shall not be consult with Executive in good faith regarding the implementation of this Section 15; provided that none of the Company, any of its affiliates, or any of their employees or representatives shall have any liability to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s deathwith respect thereto. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to Each payment under this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid designated as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensationseparate payment” within the meaning of Section 409A (i) of the Code and all payments payable as soon as practicable following a date of termination will be paid prior to the 15th day of the third month following the date such amounts payment becomes due hereunder. To the extent any reimbursement or in-kind benefit due to Executive under this Agreement constitutes “deferred compensation” under Section 409A of the Code, any such reimbursement or in-kind benefit shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated a manner consistent with regard to expenses reimbursed under any arrangement covered by Treas. Reg. Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect1.409A-3(i)(1)(iv). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be provided and paid in a manner, and at such time, including without limitation payment and provision of benefits only in connection with the occurrence of a permissible payment event contained in Section 409A (e.g., separation from service from the Company and its affiliates as defined for purposes of Section 409A of the Code), and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this Agreement are intended to comply with Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If if Executive is deemed by the Company at the time of Executive’s his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order a failure to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) comply with section 409A of the Code which would subject Executive to a tax obligation under Section 409ACode, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (ia) the expiration of the six- six-month period measured from the date of Executive’s Separation from Service or (iib) the date of Executive’s death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) 12 shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) . For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under the Agreement payable hereunder shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding anything herein to the contrary, all taxable reimbursements and in-kind benefits provided by the Company under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred by Executive during the period of time specified in the Agreement; (ii) any in-kind benefits must be provided by the Company during the period of time specified in the Agreement; (iii) 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; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, in no event will the Company or any of its officers, directors or employees be liable to Executive or any other person if any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the Code fails to be exempt from or comply with Section 409A of the Code.

Section 409A. Notwithstanding any provision Any payments made by the Company pursuant to Section 3(b)(ii) (except for Targeted Annual Bonus Awards, which shall be paid to Executive when paid to other similarly situated executives of the contrary in this Agreement: (aCompany) All provisions shall be paid on a monthly basis beginning on the first payroll date following Executive’s “separation from service” within the meaning of this Agreement are intended to comply with Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom of the Internal Revenue Code of 1986, as amended (the “Code”), and not in a lump sum and shall be construed treated as a series of separate payments for purposes of Section 409A. Executive shall receive no additional compensation following any termination except as provided herein. In the event of any termination, Executive shall resign all positions with the Company and administered its subsidiaries. If Executive is a “specified employee” within the meaning of Section 409A, then payments identified in Section 3(b)(ii) of this Agreement shall not commence until six (6) months following “separation from service” within the meaning of Section 409A to the extent necessary to avoid the imposition of the additional twenty percent (20%) tax under Section 409A (and in the case of installment payments, the first payment shall include all installment payments required by this subsection that otherwise would have been made during such six-month period). If the payments described in Section 3(b)(ii) must be delayed for six (6) months pursuant to the preceding sentence, Executive shall not be entitled to additional compensation to compensate for such delay period. Upon the date such payment would otherwise commence, the Company shall reimburse Executive for such payments, to the extent that such payments otherwise would have been paid by the Company had such payments commenced upon Executive’s “separation from service” within the meaning of Section 409A. Any remaining payments shall be provided by the Company in accordance with the schedule and procedures specified herein. This Agreement is intended to satisfy the requirements of Section 409A with respect to amounts subject thereto, and shall be interpreted and construed consistent with such intent. Any payments reimbursements by the Company to Executive of any eligible expenses under this Agreement that may be excluded are not excludable from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral Executive’s income for Federal income tax purposes (the “Taxable Reimbursements”) shall be excluded from Section 409A made by no later than the last day of the taxable year of Executive following the year in which the expense was incurred. The amount of any Taxable Reimbursements, and the value of any in-kind benefits to be provided to Executive, during any taxable year of Executive shall not affect the maximum extent possibleexpenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. The right to Taxable Reimbursement, or in-kind benefits, shall not be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, the Company makes no representations does not make any representation to Executive that the payments and or benefits provided under this Agreement are exempt from, or compliant withsatisfy, the requirements of Section 409A 409A, and in no event shall the Company shall have no liability or other obligation to indemnify or hold harmless Executive or any of its affiliates be liable beneficiary for all or any portion of any taxestax, penaltiesadditional tax, interest or penalties that Executive or any beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof, or any other expenses that may be incurred by Executive on account action taken with respect thereto, is deemed to violate any of non-compliance with the requirements of Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of It is intended that any amounts payable under this Agreement are intended to shall either be exempt from or comply with Section 409A of the Code, and Code (including the applicable Treasury regulations and administrative other published guidance issued thereunder relating thereto) (collectively, “Code Section 409A”) so as not to subject the Executive to payment of any additional tax, penalty or an exemption therefrom and interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and administered in accordance with interpreted to avoid the imputation of any such intentadditional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. Any installment payments under provided for in this Agreement that may shall be excluded from Section 409A either as separation pay due to an involuntary separation from service or treated as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the series of separate payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any for purposes of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Code Section 409A. (b) If the Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes within the meaning of Treasury Regulation Section 409A(a)(2)(B)(i1.409A-1(i) as of the Code, to the extent delayed commencement of any portion date of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits Separation from Service, the Executive shall not be provided entitled to Executive prior any payment or benefit pursuant to Section 5.3(b) or (c) until the earlier of (i) the expiration of the six- month period measured from the date of Executive’s which is six (6) months after his Separation from Service for any reason other than death, or (ii) the date of the Executive’s death. Upon The provisions of this Section 21(b) shall only apply if, and to the expiration extent, required to avoid the imputation of the applicable any tax, penalty or interest pursuant to Code Section 409A(a)(2)(B)(i409A. Any amounts otherwise payable to the Executive upon or in the six (6) period, all payments deferred pursuant to month period following the Executive’s Separation from Service that are not so paid by reason of this Section 4.3(b21(b) shall be paid (without interest) as soon as practicable (and in a lump sum to all events within thirty (30) days) after the date that is six (6) months after the Executive’s Separation from Service (or, if earlier, as soon as practicable, and any remaining payments due under in all events within thirty (30) days, after the Agreement shall be paid as otherwise provided hereindate of the Executive’s death). (c) Any To the extent that any benefits pursuant to Section 5.3(b)(ii) or reimbursements payable pursuant to Section 4.2 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to the Agreement any such provision shall be paid to the Executive no later than 30 days after Executive provides on or before the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 last day of the Executive’s taxable year following the taxable year in which the related expense is was incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, . The benefits and (iii) Executive’s right reimbursements pursuant to such payments or reimbursement shall provisions are not be subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effecttaxable year. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions payments to which Executive may be entitled under a “nonqualified deferred compensation plan” (within the meaning of this Agreement Section 409A of the Code (“Section 409A”)) are intended to comply with Section 409A the requirements of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom , and shall be construed and administered interpreted in accordance with such intenttherewith. Any payments under Unless otherwise expressly provided, any payment of compensation by Parent or the Company to Executive, whether pursuant to this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral otherwise, shall be excluded from made by the 15th day of the third month after the end of the calendar year in which Executive’s right to such payment is no longer subject to a substantial risk of forfeiture (for purposes of Section 409A 409A). No party, individually or jointly, may accelerate or defer any deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to the maximum extent possible. earliest date on which it is permitted to be paid under Section 409A. Notwithstanding the foregoing, nothing in this Section 4.14 shall create any obligation by any member of the Company makes no representations that the payments and benefits provided Group to Executive should any payment under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with 4.14 fail to satisfy Section 409A. (b) If No payment of deferred compensation within the meaning of Section 409A that would otherwise be paid, and no benefit that constitutes deferred compensation that would otherwise be provided, upon a termination of employment will be made or provided, as the case may be, unless and until such termination of employment also constitutes a separation from service within the meaning of Section 409A. (c) Notwithstanding any provisions of this Agreement to the contrary, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes (within the meaning of Section 409A(a)(2)(B)(i409A and determined pursuant to policies adopted by the Company Group) of the Code, to the extent delayed commencement of on his Termination Date and if any portion of the payments or benefits to which be received by Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which upon separation from service would subject Executive to a tax obligation be considered deferred compensation under Section 409A, such portion amounts of deferred compensation that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Termination Date and benefits that constitute deferred compensation that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s benefits shall not Termination Date will instead be provided to Executive prior to paid or made available on the earlier of (i) the expiration first day of the six- seventh month period measured from the date of following Executive’s Separation from Service or Termination Date and (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (cd) Any reimbursements payable to Executive pursuant The reimbursement of expenses and the provision of in-kind benefits under any provisions of this Agreement will be subject to the Agreement shall be paid to Executive no later than 30 days after Executive provides following: (i) the Company with a written request amounts eligible for reimbursement, and to or the extent that in-kind benefits provided, during any such reimbursements are deemed to constitute “nonqualified deferred compensation” within calendar year may not affect the meaning expenses eligible for reimbursement, or the in-kind benefits provided, in any other calendar year; (ii) any reimbursement of Section 409A (i) such amounts an eligible expense shall be paid made on or reimbursed to Executive promptly, but in no event later than December 31 before the last day of the calendar year following the calendar year in which the expense is was incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and ; and (iii) Executive’s right to such payments an in-kind benefit or reimbursement shall is not be subject to liquidation or exchange for any other cash or another benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (de) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments Each payment made under the this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times will be considered a separate payment and distinct payment.not one of a series of payments for purpose of Section 409A.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this Agreement are It is intended to comply with Section 409A that all of the Code, severance benefits and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any other payments payable under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Codeletter satisfy, to the greatest extent delayed commencement possible, the exemptions from the application of any portion of the benefits to which Executive is entitled Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not letter will be provided to Executive prior construed to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s deathgreatest extent possible as consistent with those provisions. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s your right to receive any installment payments under the Agreement this letter (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this letter, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred.

Section 409A. Notwithstanding any provision anything to the contrary in this Agreement: , no compensation or benefits, including any Severance Benefits, stock awards, consulting payments or other benefits payable due to termination, shall be paid to you during the six-month period following your termination if the Company determines that paying such amounts would be a prohibited distribution under Section 409A. If the payment of any such amounts is so delayed, then on the first day of the seventh month following termination (aor such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution) All provisions of this Agreement are intended the Company shall pay to you a lump- sum amount equal to the cumulative amount that would have otherwise been payable during such period. In addition, to the extent required in order to comply with Section 409A, you shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payment of such amounts due pursuant to your termination shall be due until you would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. Each such amount which constitutes deferred compensation subject to Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement as a separate identified payment for purposes of Section 409A. If the period during which you have discretion to execute or revoke the Release straddles two calendar years, then the Company will make the payment of amounts that may be excluded from are subject to Section 409A either as separation pay due and contingent on the effectiveness of such Release starting in the second of such years regardless of which year you actually deliver the Release. You may not, directly or indirectly, designate the calendar year of payment of any amounts subject to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to 409A. The intent of the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance therewith. To the extent that any payments or reimbursements provided to you under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of compensation to which Treasury Regulation Section 409A (i1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed to Executive reasonably promptly, but in no event not later than December 31 of the year following the year in which the expense is was incurred, (ii) the . The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s your right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions Executive acknowledges and agrees that EXCO has advised him to consult with his or her own tax advisor regarding the tax consequences of this Agreement are intended to comply with Agreement, including, without limitation, any possible tax consequences of the Severance Payment under Section 409A of the Code. (b) This section is intended to help ensure that payments made to Executive pursuant to this Agreement are either paid in compliance with, or exempt from, Section 409A of the Code and the applicable Treasury rules and regulations and administrative guidance issued promulgated thereunder (collectively, “Section 409A”) or an exemption therefrom and ). This Agreement shall be construed and administered in accordance interpreted on a basis consistent with such intent. Any payments under this Agreement However, EXCO does not warrant to Executive that may any amount paid to or for the benefit of him will be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant paid in compliance with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (bc) If any payments or benefits provided to Executive by EXCO, either per this Agreement or otherwise, are non-qualified deferred compensation subject to, and not exempt from, Section 409A (“Subject Payments”), the following provisions shall apply to such payments and/or benefits: (i) With regard to any payment that is deemed at the time of Executive’s Separation from Service required to be a delayed pursuant to Code Section 409A(a)(2)(B) (the “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409ADelayed Payments”), such portion of Executive’s benefits payment shall not be provided to Executive made prior to the earlier of (i) the expiration of the six- six-month period measured from the date of Executive’s Separation “separation from Service or service” and (ii) the date of Executive’s death. Upon Any payments other than the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) Delayed Payments shall be paid in accordance with the normal payment dates specified in this Agreement. In no case will the delay of any of the Delayed Payments by EXCO constitute a lump sum breach of EXCO’s obligations to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such receive the payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by in Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement 3 above shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentpayments. To the extent any benefits described in Section 3(b) are otherwise taxable to Executive, such benefits shall, for purposes of Section 409A, be provided as separate monthly in-kind payments of those benefits. (iii) To the extent that any reimbursement or in-kind benefits are Subject Payments: (x) the amount eligible for reimbursement or in-kind benefit in one calendar year may not affect the amount eligible for reimbursement or in-kind benefit in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (y) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit, and (z) subject to any shorter time periods provided herein, any such reimbursement of an expense or in-kind benefit must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions It is the intention of both parties that the benefits and rights to which Executive could be entitled pursuant to this Agreement are intended to comply with Section 409A of the Code, to the extent that the requirements of Section 409A are applicable thereto, and the applicable Treasury regulations provisions and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and definitions of this Agreement shall be construed and administered in accordance a manner consistent with that intention. If Executive or the Company believes, at any time, that any such intent. Any payments under this Agreement benefit or right that may be excluded from is subject to Section 409A either as separation pay due does not so comply, such party shall promptly advise the other and shall negotiate reasonably and in good faith to an involuntary separation from service or as a short-term deferral shall be excluded from amend the terms of such benefits and rights such that they comply with Section 409A to (with the maximum extent possible. Notwithstanding most limited possible economic effect on Executive and on the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.Company). (b) If and to the extent required to comply with Section 409A, any payment or benefit required to be paid under this Agreement on account of termination of Executive’s employment or service (or any other similar term) shall be made only in connection with a “separation from service” with respect to Executive within the meaning of Section 409A. (c) Neither the Company nor Executive, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A. (d) Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Executive’s termination of employment constitute deferred compensation subject to Section 409A, and Executive is deemed at the time of Executive’s Separation from Service such termination of employment to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, then such portion of Executive’s benefits payment shall not be provided to Executive prior to made or commence until the earlier of (i) the expiration of the six- 6-month period measured from the date of Executive’s Separation separation from Service service from the Company or (ii) the date of Executive’s deathdeath following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. Upon The first payment thereof will include a catch-up payment covering the expiration amount that would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the application of this provision, and the balance of the applicable Code Section 409A(a)(2)(B)(iinstallments (if any) period, all payments deferred pursuant to this Section 4.3(b) shall will be paid payable in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided hereinaccordance with their original schedule. (ce) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to To the extent that any such reimbursements are deemed to constitute payment under this Agreement may be classified as a “nonqualified deferred compensationshort-term deferral” within the meaning of Section 409A (i) 409A, such amounts payment shall be paid or reimbursed deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to Executive promptly, but in no event later than December 31 this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the year following Treasury Regulations. Except as otherwise expressly provided herein, to the year in which extent any expense reimbursement or the expense provision of any in-kind benefit under this Agreement is incurreddetermined to be subject to Section 409A of the Code, (ii) the amount of any such payments expenses eligible for reimbursement reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable yearyear (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such expenses, and (iii) Executive’s in no event shall any right to such payments reimbursement or reimbursement shall not the provision of any in-kind benefit be subject to liquidation or exchange for any other another benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All It is the intention of the Company and Executive that this Agreement not result in unfavorable tax consequences to Executive under Section 409A of the Code (“Section 409A”). To the extent applicable, it is intended that the Agreement comply with the provisions of Section 409A, but the Company does not warrant or guarantee that the Agreement is either excepted from the requirements of Section 409A or that the Agreement complies with Section 409A. The Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). The Company and Executive agree to work together in good faith in an effort to comply with Section 409A including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time, provided that the Company shall not be required to assume any increased economic burden. Executive remains solely responsible for any adverse tax consequences imposed upon him by Section 409A. (b) Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Company for purposes of the Agreement and no payments shall be due to him under the Agreement which are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. (c) To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Agreement during the six-month period immediately following Executive’s termination of employment shall instead be paid within thirty (30) days following the first business day after the date that is six months following his termination of employment (or upon his death, if earlier). If it is determined that all or a portion of the payments due pursuant to this Agreement are intended subject to comply with Section 409A of the Code, and if the applicable Treasury regulations General Release consideration period and administrative guidance issued thereunder (collectivelyrevocation period spans two calendar years, “the payments provided pursuant to this Agreement that are subject to Section 409A”) 409A shall not begin until the second calendar year. Executive may not elect the taxable year of the distribution. In addition, for purposes of this Agreement, each amount to be paid or an exemption therefrom and benefit to be provided to the Executive pursuant to this Agreement shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” separate identified payment for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.409A.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this This Agreement are is intended to comply with Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) Code or an exemption therefrom thereunder and shall be construed and administered under Section 409A of the Code. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in accordance a manner that complies with such intentSection 409A of the Code or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each party shall treat each installment payment provided under this Agreement as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, comply with Section 409A of the Code and in no event shall the Company or any of its affiliates be is not liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of for non-compliance with Section 409A.409A of the Code. (b) If Executive is deemed at the time Notwithstanding any other provision of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Codethis Agreement, to the extent delayed commencement of if any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be payment or benefit provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service in connection with his or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed her Qualifying Termination is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i) of the Code, then the Company shall not provide such payment or benefit until the first payroll date to occur following the six-month anniversary of the Qualifying Termination or, if earlier, on Executive's death (the “Specified Employee Payment Date”). The Company shall pay the aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date and interest on such amounts calculated based on the applicable federal rate published by the Internal Revenue Service for the month in which Executive's separation from service occurs to Executive in a lump sum on the Specified Employee Payment Date and thereafter, the Company shall pay any remaining amounts without delay under their original schedule. Notwithstanding any other provision of this Agreement, if any payment or benefit is conditioned on Executive's execution of a Release, the Company shall include in the first payment all amounts that would otherwise have been paid to Executive during the period beginning on the date of the Qualifying Termination and ending on the payment date if no delay had been imposed. Notwithstanding any other provision of this Agreement, if a Qualifying Termination occurs during the six-month period before the first occurrence of a Change in Control, Benefit Continuation reimbursement does not begin until after the Change in Control occurs and the first Benefit Continuation reimbursement shall include all amounts that would otherwise have been paid to Executive during the period beginning on the date Executive's employment with the Company terminates and ending on the payment date if no delay had been imposed. (c) To the extent required by Section 409A of the Code, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) such amounts shall the expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be paid or reimbursed to Executive promptlyprovided, but in no event later than December 31 of the year following the year in which the expense is incurred, any other calendar year; and (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments reimbursements or reimbursement shall in-kind benefits under this Agreement is not be subject to liquidation or exchange for any other another benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions If the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1, 409A-1(i) as of the date of the Executive’s separation from service, the Executive shall not be entitled to any payment or benefit pursuant to Section 6, 7 or 8, as applicable, until the earlier of (i) the date which is six (6) months after the Executive’s separation from service for any reason other than death, or (ii) the date of the Executive’s death. The provision of this Section 30 shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the U.S. Internal Revenue Code of 1986, as amended. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’s separation from service that are not so paid by reason of this Section 30 shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive’s separation from service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the Executive’s death). (b) To the extent that any reimbursements pursuant to Section 5 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expenses were incurred. The provision of benefits pursuant to Section 7(b)(iii) and reimbursements pursuant to Section 5 are not subject to liquidation or exchange for another benefits and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any other taxable year. (c) This Agreement are is intended to comply with with, and avoid any tax, penalty or interest under Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intentinterpreted accordingly. Any payments under this Agreement Except for the Company’s withholding right pursuant to Section 29, Executive shall be responsible for any and all taxes that may be excluded result from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoingcompensation, the Company makes no representations that the payments and other benefits provided under contemplated by this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided hereinAgreement. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.