Common use of Section 409A Clause in Contracts

Section 409A. Any payments under this Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company.

Section 409A. It is the intention of the parties that the payments and benefits to which the Executive could become entitled pursuant to this Agreement, as well as the termination of the Executive’s employment under this Agreement, comply with or are exempt from Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the “separation pay” exception or another exception under this Agreement subject to Section 409A of the Code shall be paid pursuant to the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of Section 409A of the Code. In this regard, notwithstanding anything in this Agreement to the contrary, all cash amounts (and cash equivalents) that are subject to execution become payable under Section 3(d) on account of a waiver the Executive’s termination of employment which is an “involuntary separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(n)) shall be paid as provided under Section 3(d) and release which may be executed and/or revoked in a calendar no event later than March 15 of the year following the calendar year in which the payment Date of Termination occurs. In the event the parties determine that the terms of this Agreement do not comply with Section 409A of the Code, they will negotiate reasonably and in good faith to amend the terms of this Agreement such that they comply with, or are exempt from, Section 409A of the Code (in a manner that attempts to minimize the economic impact of such as a termination of employmentamendment on the Executive and the Firm) occurs within the time period permitted by the applicable Treasury Regulations and in accordance with IRS Notice 2010-6 and other applicable guidance. All expenses or other reimbursements owed to the Executive under this Agreement shall commence payment only be for expenses incurred during the Executive’s lifetime or within ten years after his death, shall be payable in accordance with the calendar year Firm’s policies in which effect from time to time, but in any event, to the consideration period or, if applicable, release revocation period ends, as necessary extent required in order to comply with Section 409A of the Code, and shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive. In addition, to the extent required in order to comply with Section 409A of the Code, no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and the Executive’s right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. Notwithstanding anything to the contrary in any other provision of this Agreement, no compensation if (i) the Executive is to receive payments or benefits shall be paid to by reason of his separation from service (as such term is defined in Section 409A of the Code) other than as a result of his death, (ii) the Executive during the six (6)-month period following the Executive’s is a “separation from servicespecified employee” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if Code (as determined in accordance with the Company determines that paying such amounts at methodology established by the time or times indicated Firm as in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then effect on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death)separation from service) for the period in which the payment or benefit would otherwise commence, the Company shall pay and (iii) such payment or benefit would otherwise subject the Executive to any tax, interest or penalty imposed under Section 409A of the Code (or any regulation promulgated thereunder) if the payment or benefit would commence within six months of a lump-sum amount equal to termination of the cumulative amount Executive’s employment, then such payment or benefit will instead be paid, with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined as of the Date of Termination, as provided below in this Section 3(g). Such payments or benefits that would have otherwise been payable required to be made during such six-month period will be paid to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated (or his estate, as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate case may be) in one lump sum payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code provided to the extent provided in Executive (or his estate, as the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9case may be) or any other applicable exception or provision on the earlier of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon (A) the first business day that is six months and one day after the Executive’s “separation from service” from service or (B) the Companyfifth business day following the Executive’s death. Thereafter, the payments and benefits will continue, if applicable, for the relevant period set forth in this Agreement, as the case may be.

Section 409A. Any payments under this Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or the payment of consideration, compensation, and benefits pursuant to this Agreement shall be paid interpreted and administered in a manner intended to avoid the imposition of additional taxes under Section 409A. Notwithstanding any provision to the Executive during contrary in this Agreement or otherwise, no payment or distribution under this Agreement or otherwise that constitutes an item of “deferred compensation” under Section 409A and becomes payable by reason of the termination of the Employee’s employment hereunder shall be made to the Employee unless and until the termination of the Employee’s employment constitutes a “separation from service” (as such term is defined in Section 409A). In addition, no such payment or distribution of deferred compensation shall be made to the Employee prior to the earlier of (a) the expiration of the six (6)-month 6) month period following (the Executive“Six Month Period”) measured from the date of the Employee’s “separation from service” (as such term is defined in Section 409A), and (b) the date of the Employee’s death, if the Employee is deemed at the time of such separation from the Company (service to be a “specified employee” within the meaning of that term under Section 409A of (the Code, a “Separation from ServiceSix Month Delay”) and if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution delayed commencement is otherwise required to avoid an “additional tax” under Section 409A(a)(2)(B)(isection 409A(a)(1)(B) of the Code. If All payments and benefits that are delayed pursuant to the payment immediately preceding sentence shall be paid to the Employee in a lump sum upon expiration of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh six (6) month following the date of Separation from Service period (or such earlier date if earlier, upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the ExecutiveEmployee’s death). Notwithstanding the foregoing provisions, the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of and the Code Six Month Delay to the extent provided in the exceptions in Treasury Regulation Section section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or and (b)(9) and any other applicable exception or provision of under Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment Further, each individual installment payment that becomes payable under this Agreement may only and each payment of the Severance Pay or if applicable, the CIC Severance Pay shall be made upon a “separate payment” under Section 409A. Specifically, to the Executive’s extent the provisions of Treasury Regulation section 1.409A-1(b)(9) are applicable to the Severance Pay or if applicable, the CIC Severance Pay, the portion of such severance pay set forth in respectively, subsection 7(a)(i) or subsection 7(e)(i) above that is less than the limit prescribed under Treasury Regulation section 1.409A-1(b)(9)(iii)(A) (or any successor provision) (the “separation from service” from Separation Pay Amount”) shall be payable to the CompanyEmployee in the manner prescribed in subsection 7(a)(i) or subsection 7(e)(i), as applicable, without regard to the Six Month Delay. Following the Six Month Delay, (1) to the extent applicable, the Employee shall receive a lump sum cash payment equal to the Severance Pay or CIC Severance Pay, as applicable, he otherwise would have received during the Six Month Period (absent the Six Month Delay) less the Separation Pay Amount and (2) the Employee shall receive the remainder of his Severance Pay or CIC Severance Pay, as applicable, in the manner prescribed by subsection 7(a) or subsection 7(e), as applicable.

Section 409A. It is the intention of the parties that the payments and benefits to which the Executive could become entitled pursuant to this Agreement (including this Schedule I), as well as the termination of the Executive’s employment under this Agreement, comply with or are exempt from Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the “separation pay” exception or another exception under this Agreement subject to Section 409A of the Code shall be paid pursuant to the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of Section 409A of the Code. In this regard, notwithstanding anything in this Agreement to the contrary, all cash amounts (and cash equivalents) that are subject to execution become payable under paragraph 3 of a waiver this Schedule I on account of the Executive’s termination of employment which is an “involuntary separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(n)) shall be paid as provided under paragraph 3 of this Schedule I and release which may be executed and/or revoked in a calendar no event later than March 15 of the year following the calendar year in which the payment Date of Termination occurs. In the event the parties determine that the terms of this Agreement, including this Schedule I, do not comply with Section 409A of the Code, they will negotiate reasonably and in good faith to amend the terms of this Agreement and/or Schedule I such that they comply with, or are exempt from, Section 409A of the Code (in a manner that attempts to minimize the economic impact of such as a termination of employmentamendment on the Executive and the Firm) occurs within the time period permitted by the applicable Treasury Regulations and in accordance with IRS Notice 2010-6 and other applicable guidance. All expenses or other reimbursements owed to the Executive under this Agreement (including this Schedule I) shall commence payment only be for expenses incurred during the Executive’s lifetime or within ten years after his death, shall be payable in accordance with the calendar year Firm’s policies in which effect from time to time, but in any event, to the consideration period or, if applicable, release revocation period ends, as necessary extent required in order to comply with Section 409A of the Code, and shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive. In addition, to the extent required in order to comply with Section 409A of the Code, no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and the Executive’s right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. Notwithstanding anything to the contrary in any other provision of this Schedule I or this Agreement, no compensation if (i) the Executive is to receive payments or benefits shall be paid to by reason of his separation from service (as such term is defined in Section 409A of the Code) other than as a result of his death, (ii) the Executive during the six (6)-month period following the Executive’s is a “separation from servicespecified employee” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if Code (as determined in accordance with the Company determines that paying such amounts at methodology established by the time or times indicated Firm as in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then effect on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death)separation from service) for the period in which the payment or benefit would otherwise commence, the Company shall pay and (iii) such payment or benefit would otherwise subject the Executive to any tax, interest or penalty imposed under Section 409A of the Code (or any regulation promulgated thereunder) if the payment or benefit would commence within six months of a lump-sum amount equal to termination of the cumulative amount Executive’s employment, then such payment or benefit will instead be paid, with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined as of the Date of Termination, as provided below in this paragraph 6 of this Schedule I. Such payments or benefits that would have otherwise been payable required to be made during such six-month period will be paid to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated (or his estate, as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate case may be) in one lump sum payment or benefit under otherwise provided to the Executive (or his estate, as the case may be) on the earlier of (A) the first business day that is six months and one day after the Executive’s separation from service or (B) the fifth business day following the Executive’s death. Thereafter, the payments and benefits will continue, if applicable, for the relevant period set forth in this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of this Schedule I, as the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement case may only be made upon the Executive’s “separation from service” from the Companybe.

Section 409A. Any payments under this Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or the payment of consideration, compensation, and benefits pursuant to this Agreement shall be paid interpreted and administered in a manner intended to avoid the imposition of additional taxes under Section 409A. Notwithstanding any provision to the Executive during contrary in this Agreement or otherwise, no payment or distribution under this Agreement or otherwise that constitutes an item of “deferred compensation” under Section 409A and becomes payable by reason of the termination of the Employee’s employment hereunder shall be made to the Employee unless and until the termination of the Employee’s employment constitutes a “separation from service” (as such term is defined in Section 409A). In addition, no such payment or distribution of deferred compensation shall be made to the Employee prior to the earlier of (a) the expiration of the six (6)-month 6) month period following (the Executive“Six Month Period”) measured from the date of the Employee’s “separation from service” (as such term is defined in Section 409A), and (b) the date of the Employee’s death, if the Employee is deemed at the time of such separation from the Company (service to be a “specified employee” within the meaning of that term under Section 409A of (the Code, a “Separation from ServiceSix Month Delay”) and if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution delayed commencement is otherwise required to avoid an “additional tax” under Section 409A(a)(2)(B)(isection 409A(a)(1)(B) of the Code. If All payments and benefits that are delayed pursuant to the payment immediately preceding sentence shall be paid to the Employee in a lump sum upon expiration of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh six (6) month following the date of Separation from Service period (or such earlier date if earlier, upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the ExecutiveEmployee’s death). Notwithstanding the foregoing provisions, the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of and the Code Six Month Delay to the extent provided in the exceptions in Treasury Regulation Section section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or and (b)(9) and any other applicable exception or provision of under Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment Further, each individual installment payment that becomes payable under this Agreement may only and each payment of the Severance Pay or if applicable, the CIC Severance Pay shall be made upon a “separate payment” under Section 409A. Specifically, to the Executive’s extent the provisions of Treasury Regulation section 1.409A-1(b)(9) are applicable to the Severance Pay or if applicable, the CIC Severance Pay, the portion of such severance pay set forth in respectively, subsection 7(a)(i) or subsection 7(e)(i) above that is less than the limit prescribed under Treasury Regulation section 1.409A-1(b)(9)(iii)(A) (or any successor provision) (the “separation from service” from Separation Pay Amount”) shall be payable to the CompanyEmployee in the manner prescribed in subsection 7(a)(i) or subsection 7(e)(i), as applicable, without regard to the Six Month Delay. Following the Six Month Delay, (1) to the extent applicable, the Employee shall receive a lump sum cash payment equal to the Severance Pay or CIC Severance Pay, as applicable, she otherwise would have received during the Six Month Period (absent the Six Month Delay) less the Separation Pay Amount and (2) the Employee shall receive the remainder of her Severance Pay or CIC Severance Pay, as applicable, in the manner prescribed by subsection 7(a) or subsection 7(e), as applicable.

Section 409A. Any payments under Notwithstanding any provision of this Agreement subject to the contrary, if, at the time of Employee’s termination of employment with the Company, Employee is a “specified employee” (as defined in Section 409A of the Code) and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A of the Code, then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Employee) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Employee’s termination of employment, and (b) are in excess of the lesser of (i) two (2) times Employee’s then annual compensation or (ii) two (2) times the limit on compensation then set forth in Section 401(a)(17) of the Code and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Employee’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Employee on the earliest of (x) the Employee’s death following the date of Employee’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Employee’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit for purposes of Treas. Reg. § 1.409A-2(b) and will not collectively be treated as a single payment or benefit. This paragraph is intended to comply with the requirements of Section 409A of the Code so that are none of the severance payments and benefits to be provided hereunder will be subject to execution the additional tax imposed under Section 409A of a waiver the Code and release any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which may be executed and/or revoked in a calendar year following the calendar year in which the are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Employee under Section 409A of the Code. Notwithstanding anything to the contrary in this Agreementcontained herein, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines extent that paying such amounts at the time or times indicated in any amendment to this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If with respect to the payment of any such amounts is delayed as severance payments or benefits would constitute under Code Section 409A a result delay in a payment or a change in the form of the previous sentencepayment, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can amendment must be paid under Section 409A without resulting done in a prohibited distribution, including as a result of the Executive’s deathmanner that complies with Code Section 409A(a)(4)(C), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company.

Section 409A. Any With respect to the payments under provided by this Agreement subject to Section 409A upon termination of the Code that are subject Executive’s employment (the “Cash Severance Amount”), in the event the aggregate portion of the Cash Severance Amount payable during the first six months following the date of termination of the Executive’s employment would exceed an amount (the “Minimum Amount”) equal to execution two times the lesser of a waiver and release which may be executed and/or revoked (i) the Executive’s annualized compensation as in a calendar year following effect for the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in immediately preceding the calendar year in during which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s termination of employment occurs, or (ii) the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “separation from service” from Code”) for the Company (within calendar year during which the meaning Executive’s termination of employment occurs, then, to the extent necessary to avoid the imposition of additional income taxes or penalties or interest on the Executive under Section 409A of the Code, a “Separation from Service”(x) if the Company determines that paying such amounts Employer shall pay during the first six months following the date of termination of the Executive’s employment, at the time or times indicated time(s) and in the form(s) provided by the applicable sections of this Agreement would be Agreement, a prohibited distribution under Section 409A(a)(2)(B)(i) portion of the Code. If Cash Severance Amount equal to the payment of any such amounts is delayed as a result Minimum Amount, and (y) the Employer shall accumulate the portion of the previous sentence, then Cash Severance Amount that exceeds the Minimum Amount and that the Executive would otherwise be entitled to receive during the first six months following the date of termination of the Executive’s employment and shall pay such accumulated amount to the Executive in a lump sum on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result termination of the Executive’s death)employment, and (z) the Company Employer shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A remainder of the CodeCash Severance Amount, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A if any, on and after the first day of the Code to seventh month following the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision date of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from employment at the Companytime(s) and in the form(s) provided by the applicable section(s) of this Agreement.”

Section 409A. Any payments under this This Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid interpreted to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of avoid any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted penalty sanctions under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code, ”). If any separate payment or benefit under this Agreement or otherwise shall cannot be deemed “nonqualified deferred compensation” subject to provided or made at the time specified herein without incurring sanctions under Section 409A of the Code to the extent 409A, then such benefit or payment shall be provided in full at the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. earliest time thereafter when such sanctions will not be imposed. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only will be made upon the Executive’s a “separation from service” under Section 409A of the Code. For purposes of Section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. In no event may the Employee, directly or indirectly, designate the calendar year of payment. To the maximum extent permitted under Section 409A of the Code and its corresponding regulations, the cash severance benefits payable under this Agreement are intended to meet the requirements of the short-term deferral exemption under Section 409A of the Code and the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii). However, if such severance benefits do not qualify for such exemptions at the time of the Employee’s termination of employment and therefore are deemed as deferred compensation subject to the requirements of Section 409A of the Code, then if the Employee is a “specified employee” under Section 409A of the Code on the date of the Employee’s termination of employment, notwithstanding any other provision of this Agreement, payment of severance under this Agreement shall be delayed for a period of six (6) months from the Companydate of the Employee’s termination of employment if required by Section 409A of the Code. 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 Employee dies during the postponement period prior to payment of the postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the Employee’s estate within sixty (60) days after the date of the Employee’s death. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. Any payments under this The Agreement subject is intended to comply with the requirements of Section 409A of the Code that are subject to execution of a waiver or an exemption or exclusion therefrom and release which may shall in all respects be executed and/or revoked administered in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply accordance with Section 409A of the Code. Notwithstanding anything to the contrary in Any payments made under this Agreement, no compensation Agreement upon a “termination,” “resignation,” or benefits similar term shall only be paid to the Executive during the six (6)-month period following the Executive’s made upon a “separation from service” from the Company (within the meaning under Section 409A. Additionally, any payments or benefits provided under this Agreement shall be treated as separate payments for purposes of Section 409A of the Code. Notwithstanding any provision to the contrary in the Agreement, a “Separation from Service”) if the Company determines that paying such amounts Executive is deemed at the time or times indicated in of 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 termination benefits to which Executive is entitled under this Agreement would be is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If , such portion of Executive’s termination benefits shall not be provided to Executive prior to the payment earlier of any such amounts is delayed as a result (a) the expiration of the previous sentence, then on the first day of the seventh six-month following period measured from the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from (as such term is defined in the CompanyTreasury Regulations issued under Section 409A of the Code) with the Corporation or (b) the date of the Executive’s death (the “Delayed Payment Date”). Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period (including, without limitation, upon the Delayed Payment Date, where applicable), all payments deferred pursuant to this paragraph 10 shall be paid in a lump sum and any remaining payments due under the Agreement shall be paid as otherwise provided herein.

Section 409A. Any payments under Notwithstanding anything to the contrary in this Agreement subject or elsewhere, if the Executive is a “specified employee” as determined pursuant to Section 409A as of the Code date of the Executive’s Separation From Service and if any payment or benefit provided for in this Agreement or otherwise both (x) constitutes a “deferral of compensation” within the meaning of Section 409A and (y) cannot be paid or provided in the manner otherwise provided without subjecting the Executive to additional tax, interest or penalties under Section 409A, then any such payment or benefit that are subject is payable during the first six months following the Executive’s Separation From Service shall be paid or provided to execution of a waiver and release which may be executed and/or revoked the Executive in a cash lump-sum, without interest, on the first business day of the seventh calendar year month following the calendar year month in which the Executive’s Separation From Service occurs. In addition, any payment event (such as or benefit due upon a termination of employment) occurs shall commence payment only in the calendar year in which Executive’s employment that represents a “deferral of compensation” within the consideration period or, if applicable, release revocation period ends, as necessary to comply with meaning of Section 409A of shall only be paid or provided to the CodeExecutive upon a Separation From Service (as defined above). Notwithstanding anything to the contrary in this Agreement, no compensation Section 6 or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Codeelsewhere, any separate payment or benefit under this Agreement Section 6, or otherwise otherwise, that is exempt from Section 409A pursuant to Final Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second taxable year of the Executive following the taxable year of the Executive in which the Separation From Service occurs; and provided further that such expenses are reimbursed no later than the last day of the third taxable year following the taxable year of the Executive in which the Separation From Service occurs. Additionally, for the purposes of this Agreement, amounts payable under Section 6 shall be deemed not to be a “nonqualified deferred deferral of compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii), Section 1.409A-1(b)(9) or any and other applicable exception or provision provisions of Treasury Regulation Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company1.409A-1 through A-6.

Section 409A. Any payments under this Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company.

Section 409A. Any payments under made by the Company pursuant to Sections 3(b)(ii), 3(b)(iii) and 3(b)(iv) of this Agreement subject to Section 409A of (except for unpaid annual short-term incentive compensation earned in the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following immediately preceding the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in Executive’s employment occurs, which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to Executive when paid to other similarly situated executives of the Executive during Company) shall be paid or commence on the six first payroll date occurring on or after the thirtieth (6)-month period 30th) day following the effective date of Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a (“Separation from ServiceSection 409A”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”). If For purposes of applying the payment provisions of any such amounts Section 409A to this Agreement, each separately identified amount to which Executive is delayed entitled under this Agreement shall be treated as a result of separate payment. In addition, to the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid extent permissible under Section 409A without resulting in a prohibited distribution409A, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a any series of installment payments pursuant to under this Agreement is to shall be treated as a right to a series of separate payments. To 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 its subsidiaries. If Executive is a “specified employee” within the meaning of Section 409A, then payments identified in Section 3(b) of this Agreement shall not commence until six (6) months following “separation from service” within the meaning of Section 409A to the extent permitted necessary to avoid the imposition of the additional twenty percent (20%) tax under Section 409A (and in the case of installment payments, the Codefirst 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) must be delayed for six (6) months pursuant to the preceding sentence, any separate payment or benefit under this Agreement or otherwise Executive shall not be deemed “nonqualified deferred compensation” subject entitled to Section 409A of additional compensation to compensate for such delay period. Upon the Code date such payment would otherwise commence, the Company shall reimburse Executive for such payments, to the extent provided in that such payments otherwise would have been paid by the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All Company had such payments of nonqualified deferred compensation subject to Section 409A to be made commenced upon a termination of employment under this Agreement may only be made upon the 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 reimbursements by the Company to Executive of any eligible expenses under this Agreement that are not excludable from Executive’s income for Federal income tax purposes (the Company.“Taxable Reimbursements”) shall be 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 expenses 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 does not make any representation to Executive that the payments or benefits provided under this Agreement are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless Executive or any beneficiary for any tax, additional 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 action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.

Section 409A. Any This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments under to Executive pursuant to this Agreement subject are also intended to be exempt from Section 409A of the Code that to the maximum extent possible. The amount referred to herein as the “Basic Separation Payment” is intended to be exempt from being treated as deferred compensation under the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9). The change in the time and form of payment of the Separation Payment from installments as provided in the Employment Agreement to a lump sum payment as provided herein is intended to comply with Section 409A in reliance on such subsection of the regulations and, as applicable, Treasury regulation §1.409A-3(c). The amount referred to herein as the “Additional Payment” is a new legally binding right created pursuant to this Agreement and is intended to be exempt from Section 409A of the Code as short-term deferral pursuant to Treasury regulation §1.409A-1(b)(4). 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 subject payable by reference to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a Executive’s “termination of employment) occurs ,” such term shall commence payment only in be deemed to refer to Executive’s “separation from service,” within the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with meaning of Section 409A of the Code. Notwithstanding anything to the contrary any other provision in this Agreement, no compensation or benefits shall be paid to if Executive is a “specified employee,” as defined in Section 409A of the Executive during Code, as of the six (6)-month period following the date of Executive’s “separation from service” from , then to the Company extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, a “Separation (ii) is payable upon Executive’s separation from Service”service and (iii) if under the Company determines that paying such amounts at the time or times indicated in terms of this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(ipayable 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 Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following separation from service or (b) the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to a series of installment payments any reimbursement or in-kind benefit pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) liquidation or exchange for any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Companybenefit.

Section 409A. Any payments This Agreement is intended to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A") with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. To the extent Executive would otherwise be entitled to any payment under this Agreement Agreement, or any plan or arrangement of the Company or its affiliates, that constitutes a "deferral of compensation" subject to Section 409A of the Code and that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following 6) months beginning on the date of termination of Executive’s “separation from service” from 's employment would be subject to the Company Section 409A additional tax because Executive is a "specified employee" (within the meaning of Section 409A of and as determined by the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s deathCompany), the Company shall pay payment will be paid to Executive on the Executive a lump-sum amount equal to earlier of the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series six (6) month anniversary of installment payments pursuant to this Agreement is to be treated as a right to a series his date of separate paymentstermination or death. To the extent permitted under Executive would otherwise be entitled to any benefit (other than a payment) during the six (6) months beginning on termination of Executive's employment that would be subject to the Section 409A additional tax, the benefit will be delayed and will begin being provided on the earlier of the Code, any separate first day following the six (6) month anniversary of Executive's date of termination or death. Any payment or benefit due upon a termination of employment that represents a "deferral of compensation" within the meaning of Section 409A shall be paid or provided only upon a "separation from service" as defined in Treas. Reg. ss. 1.409A-1(h). Each payment made under this Agreement or otherwise shall not be deemed “nonqualified deferred to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a "deferral of compensation” " subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation ss.ss. 1.409A-1(b)(4) ("short-term deferrals") and (b)(9) ("separatixx xxy plans," including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation ss. 1.409A-1 through A-6. Notwithstanding anything to the contrary in this Agreement or elsewhere, any payment or benefit under this Agreement or otherwise that is exempt from Section 1.409A-1(b)(4), Section 1.409A-1(b)(9409A pursuant to Treasury Regulation ss. 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Executive's "separation from service" occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which Executive's "separation from service" occurs. To the extent any other applicable exception expense reimbursement or the provision of Section 409A. All payments of nonqualified deferred compensation any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be made upon a termination reimbursed after the last day of employment under this Agreement may only the calendar year following the calendar year in which Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be made upon the Executive’s “separation from service” from the Companysubject to liquidation or exchange for another benefit.

Section 409A. Any payments If any benefit or amount payable to Executive under this Agreement subject to Section 4 hereof on account of the Executive’s termination of employment constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code that are subject to execution (“409A”), payment of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs benefit or amount shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six within sixty (6)-month period 60) days following the Executive’s “separation from service” from the Company (within the meaning of Treasury Regulation Section 409A of the Code1.409A-1(h), which in part provides that a “Separation separation from Service”) service will be deemed to occur if the Company determines and Executive reasonably anticipate that paying such amounts Executive shall perform no further services for the Company (whether an employee or an independent contractor) or that the level of bona fide services Executive will perform in the future (whether as an employee or an independent contractor) will permanently decrease to no more than 49 percent of the average level of bona fide services performed (whether as an employee or independent contractor) over the immediately preceding 36-month period. If Executive has failed to execute the release described in Section 4(j) below within sixty (60) days of Executive’s separation of service, the payments described in Section 4(b), (c) and (g) shall be forfeited. If, at the time Executive incurs a separation from service, Executive is a “specified employee” within the meaning of 409A, any benefit or times indicated in amount payable to the Executive under this Agreement would Section 4 on account of Executive’s termination of employment that constitutes nonqualified deferred compensation subject to 409A shall be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on until the first day of the seventh month following the date of Separation Executive’s separation from Service service (or such earlier date upon which such amount can be paid under Section the “409A without resulting in a prohibited distribution, including as a result Suspension Period”). Within 14 calendar days after the end of the Executive’s death)409A Suspension Period, the Company shall pay to the Executive a lump-lump sum amount payment in cash equal to any payments that the cumulative amount that Company would otherwise have otherwise been payable required to provide under this Section 4 but for the imposition of the 409A Suspension Period. Thereafter, the Executive during such period. Any right to a series of installment shall receive any remaining payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit due under this Agreement or otherwise shall Section 4 in accordance with the terms of this Section (as if there had not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4been any suspension period beforehand), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company.

Section 409A. Any payments under Notwithstanding anything to the contrary contained in this Award Agreement, this Award Agreement subject is intended to comply with or be exempt from Section 409A of the Code that are subject to execution of a waiver and release which may this Award Agreement and the Plan shall be executed and/or revoked interpreted in a calendar year following manner consistent with such intent, and any provisions of this Award Agreement or the calendar year in which Plan that would cause the payment event (such as a termination Award to fail to be exempt from or to satisfy the requirements for an effective deferral of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with compensation under Section 409A of the CodeCode shall have no force and effect. Any right under this Award Agreement to a series of installment payments shall be treated as a right to a series of separate payments. Notwithstanding anything to the contrary in this Award Agreement, no compensation or benefits amounts shall be paid to the Executive Participant under this Award Agreement during the six (6)-month period following the ExecutiveParticipant’s “separation from service” from the Company (within the meaning of Section 409A of the Code, ) to the extent that the Administrator determines that the Participant is a “Separation specified employee” (within the meaning of Section 409A of the Code) at the time of such separation from Service”) if the Company determines service and that paying such amounts at the time or times indicated in this Award Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day of the seventh month following the date end of Separation from Service such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s deathCode without being subject to such additional taxes), the Company shall pay to the Executive Participant in a lump-sum amount equal to the cumulative amount all amounts that would have otherwise been payable to the Executive Participant during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit six (6)-month period under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company.Award Agreement. [Signature page follows…]

Section 409A. Any The intent of the parties is that payments under this Agreement comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, the Grantee shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A of the Code that are subject to execution of until the Grantee has incurred a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in . Each amount to be paid under this Agreement would shall be construed as a prohibited distribution under separate identified payment for purposes of Section 409A(a)(2)(B)(i) 409A of the Code. If Without limiting the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal foregoing and notwithstanding anything contained herein to the cumulative amount that would have otherwise been payable contrary, to the Executive during such period. Any right extent required in order to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted avoid accelerated taxation and/or tax penalties under Section 409A of the Code, any separate payment or benefit under amounts that would otherwise be payable pursuant to this Agreement or otherwise any other arrangement between the Grantee and the Company during the six (6) month period immediately following the Grantee’s separation from service shall not instead be deemed “nonqualified deferred compensation” subject to paid on the first business day after the date that is six (6) months following the Grantee’s separation from service (or, if earlier, the Grantee’s date of death). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. In the event that any provision of this Agreement would cause this Agreement fail to comply with Section 409A, to the extent provided in subject thereto, such provision may be deemed null and void, and the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) Company and the Grantee agree to amend or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under restructure this Agreement may only be made upon to the Executive’s “separation from service” from the Company.extent necessary and appropriate to avoid adverse tax consequences under Section 409A.

Section 409A. Any payments under this Agreement subject to The Parties intend that any amounts payable hereunder shall comply with or be exempt from Section 409A of the Code (“Section 409A”) (including under Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (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 made under this Agreement shall be deemed to be a separate payment. Executive and the Company Group agree to negotiate in good faith to make amendments to the Agreement, as the Parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Neither Executive nor the Company Group shall have the right to accelerate or defer the delivery of any such payments or benefits except (i) where payment may be made within a certain period of time, the timing of payment within such period will be in the sole discretion of the Company Group, and (ii) to the extent specifically permitted or required by Section 409A. With respect to the time of payments of any amounts under the Agreement that are “deferred compensation” subject to execution of a waiver and release which may be executed and/or revoked Section 409A, references in a calendar year following the calendar year in which the payment event (such as a Agreement to “termination of employment” (and substantially similar phrases) occurs shall commence payment only mean “separation from service” within the meaning of Section 409A. Notwithstanding anything in this Agreement to the calendar year in which the consideration period orcontrary, if applicable, release revocation period ends, as necessary to comply with Executive is considered a “specified employee” under Section 409A upon Executive’s separation from service and if payment of any amounts on account of Executive’s separation from service under this Agreement is required to be delayed for a period of six months after separation from service in order to avoid taxation under Section 409A, payment of such amounts shall be delayed as required by Section 409A, and the accumulated amounts shall be paid in a lump sum payment within five business days after the end of the Codesix-month delay period. Notwithstanding anything If Executive dies during the six-month delay period prior to the contrary in this Agreementpayment of benefits, no compensation or benefits the amounts withheld on account of Section 409A shall be paid to the Executive during the six (6)-month period following the personal representative of Executive’s estate within 60 days after the date of Executive’s death. For the avoidance of doubt, it is intended that any expense reimbursement made to Executive hereunder shall be exempt from Section 409A. Notwithstanding the foregoing, if any expense reimbursement made hereunder shall be determined to be “separation from servicedeferred compensation” from the Company (within the meaning of Section 409A 409A, then (i) the amount of the Codeexpense reimbursement during one taxable year shall not affect the amount of the expense reimbursement during any other taxable year, a “Separation from Service”(ii) if the Company determines expense reimbursement shall be made on or before the last day of Executive’s taxable year following the year in which the expense was incurred and (iii) the right to expense reimbursement hereunder shall not be subject to liquidation or exchange for another benefit. While it is intended that paying such amounts at the time or times indicated in all payments and benefits provided to Executive under this Agreement would will be a prohibited distribution under exempt from or comply with Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death)409A, the Company shall pay the Group makes no representation or covenant to ensure that such payments and benefits are exempt from or compliant with Section 409A. The Company Group will have no liability to Executive or any other party if a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall is challenged by any taxing authority or is ultimately determined not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon exempt or compliant. Executive further understands and agrees that Executive will be entirely responsible for any and all taxes imposed on Executive as a termination result of employment under this Agreement may only be made upon the Executive’s “separation from service” from the CompanyAgreement.

Section 409A. Any payments under this This Agreement subject to Section 409A shall be interpreted and applied in all circumstances in a manner that is consistent with the intent of the Code that are subject parties that, to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if extent applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been earned and payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is shall constitute short-term deferrals exempt from the application of Section 409A and, if not exempt, that amounts earned and payable pursuant to this Agreement shall not be subject to the premature income recognition or adverse tax provisions of Section 409A. Any payments to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit made under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment shall only be made if such termination of employment constitutes a "separation from service" under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may only be incurred by Employee on account of non-compliance with Section 409A. Notwithstanding anything in the Agreement to the contrary, if the Employee is determined to be a "specified employee" (as defined in Section 409A) for the year in which Employee incurs a separation from service, any payment due under the Agreement that is not permitted to be paid on the date of such separation without the imposition of additional taxes, interest and penalties under Section 409A shall be paid on the first business day following the six-month anniversary of the Employee's date of separation or, if earlier, Employee's death. If the period for considering and revoking the release described in Section 9.B. spans two taxable years, payments will not commence until the second taxable year. Any payments in respect of clauses (v) or (vi) of Section 9.B. shall be made upon the Executive’s “separation from service” from expiration of the Company.maximum period to review and revoke the release referenced in Section 9.B.

Section 409A. Any payments under this Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything any provision to the contrary in this Agreement, no compensation cash payments or other benefits shall described in Section 5.2 will be paid or made available to the Executive during the six (6)-month period following unless the Executive’s termination of employment constitutes a “separation from service” from the Company (within the meaning of Section 409A 1.409A-1(h) of the Department of Treasury Regulations, and unless, on or prior to the thirtieth (30th) day following the Date of Termination, (a) the Executive shall have executed a waiver and release of claims in the form attached as Exhibit A hereto, and (b) such release shall not have been revoked by the Executive prior to such thirtieth (30th) day. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed at the time of her separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, a “Separation from Service”) if to the Company determines that paying such amounts at extent delayed commencement of any portion of the time or times indicated in termination benefits to which the Executive is entitled under this Agreement would be is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result portion of the Executive’s death), the Company termination benefits shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable not be provided to the Executive during such period. Any right prior to a series the earlier of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To (i) the extent permitted under Section 409A expiration of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A six (6)-month period measured from the date of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from with the CompanyCompany (as such term is defined in the Department of Treasury Regulations issued under Section 409A of the Code) or (ii) the date of the Executive’s death. Upon the expiration of the applicable deferral period under Section 409A(a)(2)(B)(i) of the Code, all payments deferred pursuant to Section 5.2 shall be paid in a lump sum to the Executive, and any remaining payments due under this Agreement shall be paid as otherwise provided herein. For the avoidance of doubt, no payments or benefits shall be payable under Section 5.2 in the event of the Executive’s termination of employment due to expiration of the Term under Section 2.2.

Section 409A. Any payments under this Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything any provision to the contrary in this Agreement, no compensation cash payments or other benefits shall described in Section 5.2 or 5.3 will be paid or made available to the Executive during the six (6)-month period following unless the Executive’s termination of employment constitutes a “separation from service” from the Company (within the meaning of Section 409A 1.409A-1(h) of the Department of Treasury Regulations, and unless, on or prior to the thirtieth (30th) day following the Date of Termination, (a) the Executive shall have executed a waiver and release of claims in the form attached as Exhibit B hereto, and (b) such release shall not have been revoked by the Executive prior to such thirtieth (30th) day. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, a “Separation from Service”) if to the Company determines that paying such amounts at extent delayed commencement of any portion of the time or times indicated in termination benefits to which the Executive is entitled under this Agreement would be is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result portion of the Executive’s death), the Company termination benefits shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable not be provided to the Executive during such period. Any right prior to a series the earlier of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To (i) the extent permitted under Section 409A expiration of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A six (6)-month period measured from the date of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from with the CompanyCompany (as such term is defined in the Department of Treasury Regulations issued under Section 409A of the Code) or (ii) the date of the Executive’s death. Upon the expiration of the applicable deferral period under Section 409A(a)(2)(B)(i) of the Code, all payments deferred pursuant to Section 5.2 or 5.3 shall be paid in a lump sum to the Executive, and any remaining payments due under this Agreement shall be paid as otherwise provided herein. For the avoidance of doubt, no payments or benefits shall be payable under Section 5.2 or 5.3 in the event of the Executive’s termination of employment due to expiration of the Term under Section 2.2.

Section 409A. Any With respect to the payments under provided by this Agreement subject to Section 409A upon termination of the Code that are subject Executive's employment (the "Cash Severance Amount"), in the event the aggregate portion of the Cash Severance Amount payable during the first six months following the date of termination of the Executive's employment would exceed an amount (the "Minimum Amount") equal to execution of a waiver and release which may be executed and/or revoked two times the lesser of: (i) the Executive's annualized compensation as in a calendar year following effect for the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in immediately preceding the calendar year in during which the consideration period orExecutive's termination of employment occurs, if applicable, release revocation period endsor (ii) the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the "Code") for the calendar year during which the Executive's termination of employment occurs, then, to the extent necessary to comply with Section 409A avoid the imposition of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation additional income taxes or benefits shall be paid to penalties or interest on the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of under Section 409A of the Code, a “Separation from Service”(x) if the Company determines that paying such amounts Employer shall pay during the first six months following the date of termination of the Executive's employment, at the time or times indicated time(s) and in the form(s) provided by the applicable sections of this Agreement would be Agreement, a prohibited distribution under Section 409A(a)(2)(B)(i) portion of the Code. If Cash Severance Amount equal to the payment of any such amounts is delayed as a result Minimum Amount, and (y) the Employer shall accumulate the portion of the previous sentence, then Cash Severance Amount that exceeds the Minimum Amount and that the Executive would otherwise be entitled to receive during the first six months following the date of termination of the Executive's employment and shall pay such accumulated amount to the Executive in a lump sum on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result termination of the Executive’s death)'s employment, and (z) the Company Employer shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A remainder of the CodeCash Severance Amount, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A if any, on and after the first day of the Code to seventh month following the extent provided date of termination of the Executive's employment at the time(s) and in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9form(s) or any other provided by the applicable exception or provision section(s) of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the CompanyAgreement.

Section 409A. Any payments under The provisions of this Agreement are intended to comply with the requirements of Code Section 409A or with the conditions for an exemption from such requirements, and shall be construed accordingly. Notwithstanding any provision of this Agreement to the contrary, if at the time of Executive’s separation from service (as defined below) Executive is a specified employee (as defined below), as determined by the Company, any and all amounts payable in connection with such separation from service that constitute deferred compensation subject to Code Section 409A 409A, as determined by the Company, and that would otherwise be payable within six (6) months following such separation from service, shall instead be paid on the date that follows the date of such separation from service by six (6) months (or, if earlier, upon the Code that are subject Executive’s death). For purposes of this Agreement, all references to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a “termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits ” and correlative phrases shall be paid construed to the Executive during the six (6)-month period following the Executive’s require a “separation from service” from the Company (within the meaning of as defined in Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i1.409A-1(h) of the CodeTreasury regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Company to be a specified employee under Treasury regulation Section 1.409A-1(i). If the Each payment of any such amounts is delayed made under this Agreement shall be treated as a result of separate payment and the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to under this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of Any reimbursement for expenses that would constitute nonqualified deferred compensation subject to Section 409A shall be subject to be made upon a termination the following additional rules: (i) no reimbursement of employment under this Agreement may only be made upon the any such expense shall affect Executive’s “separation from service” from right to reimbursement of any such expense in any other taxable year; (ii) reimbursement of the Companyexpense shall be made, if at all, promptly, but not later than the end of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement shall not be subject to liquidation or exchange for any other benefit.

Section 409A. Any The intent of the parties is that payments and benefits under this Agreement either be exempt from or comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent any payments or benefits payable under this Agreement on account of Executive’s termination of employment constitute a deferral of compensation subject to Section 409A of the Code, Executive shall not be considered to have terminated employment until Executive has incurred a “separation from service” within the meaning of Treasury Regulation § 1.409A-1(h) (which shall be interpreted by (i) using “49 percent” in lieu of “20 percent” for purposes § 1.409A-1(h)(1)(ii), and (ii) using “50 percent in lieu of “80 percent” for purposes of §1.409A-1(h)(3)). 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 any payments or benefits payable under this Agreement on account of Rxxxxx Xxxxxxxx 10 Employment Agreement Executive’s termination of employment constitute a deferral of compensation subject to Section 409A of the Code that are subject to execution of and Executive is a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from servicespecified employee” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts Code at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of his separation from service, any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been be payable to the Executive during such period. Any right to a series of installment payments and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following an Executive’s separation from service shall instead be paid on the first business day after the date that is to be treated as a right to a series six months following Executive’s separation from service (or, if earlier, Executive’s date of separate paymentsdeath). To the extent permitted required to avoid an accelerated or additional tax under Section 409A of the Code, any separate payment or benefit amounts reimbursable to Executive under this Agreement shall be paid to Executive on or otherwise before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year and the right to reimbursement of in-kind benefits provided under this Agreement shall not be deemed “nonqualified deferred compensation” subject to liquidation or exchange for another benefit. The Company makes no representation that any or all of the payments described in this Agreement will be exempt from, or comply with, Section 409A of the Code and makes no undertaking to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to preclude Section 409A of the Code from applying to be any such payment made upon a termination in accordance with the provisions of employment under this Agreement may only be made upon the Executive’s “separation from service” from the CompanyAgreement.

Section 409A. Any payments under this This Agreement subject is intended to comply with the requirements of Section 409A of the Code that are subject to execution of a waiver (“Section 409A”), and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying interpreted and construed consistently with such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Codeintent. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any The right to a series of installment payments pursuant to under this Agreement is to will be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate Each payment or benefit under this Agreement or otherwise shall not that is made within 2-½ months following the end of the year that contains the Executive’s separation date is intended to be deemed “nonqualified deferred compensation” exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A. Each payment under this Agreement that is made later than 2-½ months following the end of the year that contains the Executive’s separation date is intended to be exempt from Section 409A under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation. If the timing of any payment subject to Section 409A could occur in one or more tax years depending on Executive’s employment-related actions, such as the signing of the Code to the extent provided a release, then such payment will be made as soon as possible in the exceptions later tax year. For purposes of this Agreement, a termination of employment shall be determined consistent with the rules relating to a “separation from service” as defined in Treasury Regulation Section 1.409A-1(b)(4)409A. In the event at the time of his termination of employment, Section 1.409A-1(b)(9) or any other applicable exception or provision the Company is a publicly traded corporation and Executive is a “specified employee” within the meaning of Section 409A. All 409A, any payments of nonqualified deferred compensation subject to Section 409A which are payable to Executive shall not be made upon a termination paid until the earlier of employment under this Agreement may only be made upon (i) the expiration of the six (6) month period measured from Executive’s “separation from service from the Company or (ii) the date of Executive’s death following such separation from service. In the event that any payments of deferred compensation subject to Section 409A are contingent upon the occurrence of a Change in Control, such payments shall not be paid unless the Change in Control constitutes a “change in control event” from as defined under Section 409A. The first payment of such deferred compensation shall include a catch-up payment covering amounts that would otherwise have been paid but for the Companyapplication of this Section 9. The balance of any installment payments shall be payable in accordance with their original schedule. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible.

Section 409A. Any payments under this This Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid interpreted to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of avoid any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted penalty sanctions under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code, ”). If any separate payment or benefit under this Agreement or otherwise shall cannot be deemed “nonqualified deferred compensation” subject to provided or made at the time specified herein without incurring sanctions under Section 409A of the Code to the extent 409A, then such benefit or payment shall be provided in full at the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. earliest time thereafter when such sanctions will not be imposed. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only will be made upon the Executive’s “a ‘separation from service’ under Section 409A of the Code. For purposes of Section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. In no event may the Employee, directly or indirectly, designate the calendar year of payment. To the maximum extent permitted under Section 409A of the Code and its corresponding regulations, the cash severance benefits payable under this Agreement are intended to meet the requirements of the short-term deferral exemption under Section 409A of the Code and the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii). However, if such severance benefits do not qualify for such exemptions at the time of the Employee’s termination of employment and therefore are deemed as deferred compensation subject to the requirements of Section 409A of the Code, then if the Employee is a “specified employee” under Section 409A of the Code on the date of the Employee’s termination of employment, notwithstanding any other provision of this Agreement, payment of severance under this Agreement shall be delayed for a period of six months from the Companydate of the Employee’s termination of employment if required by Section 409A of the Code. 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 Employee dies during the postponement period prior to payment of the postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the Employee’s estate within 60 days after the date of the Employee’s death.

Section 409A. Any payments under this This Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary is intended to comply with the requirements of Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement409A, no compensation or benefits and shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying interpreted and construed consistently with such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Codeintent. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any The right to a series of installment payments pursuant to under this Agreement is to will be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate Each payment or benefit under this Agreement or otherwise shall not that is made within 2-½ months following the end of the year that contains Executive’s separation date is intended to the maximum extent permitted to be deemed “nonqualified deferred compensation” exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A. Each payment under this Agreement that is made later than 2-½ months following the end of the year that contains Executive’s separation date is intended to the maximum intent permitted to be exempt from Section 409A under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation. If the timing of any payment subject to Section 409A could occur in one or more tax years depending on Executive’s employment-related actions, such as the signing of a release, then such payment will be made as soon as possible in the Code later tax year. For purposes of this Agreement, a termination of employment shall be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. In the event at the time of his termination of employment, the Company is a publicly traded corporation and Executive is a “specified employee” within the meaning of Section 409A, any payments of deferred compensation to the extent provided in required under Section 409A which are payable to Executive on separation from service shall not be paid until the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9earlier of (i) the expiration of the six month period measured from Executive’s separation from service from the Company or (ii) the date of Executive’s death following such separation from service. In the event that any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to are contingent upon the occurrence of a Change in Control, such payments shall not be paid unless the Change in Control constitutes a “change in control event” as defined under Section 409A. The first payment of such deferred compensation shall include a catch-up payment covering amounts that would otherwise have been paid but for the application of this Section 18. The balance of any installment payments shall be payable in accordance with their original schedule. To the extent of any expenses eligible for reimbursement or in-kind benefits, (w) such expenses or in-kind benefits shall be those incurred, or provided, during Executive’s lifetime, (x) 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 provided in any other taxable year, (y) the reimbursement of an eligible expense must be made upon a termination on or before the last day of employment under the calendar year following the calendar year in which the expense was incurred and (z) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. In the event the terms of this Agreement may only be made upon would subject Executive to taxes or penalties under Section 409A (“409A Penalties”), the Executive’s “separation from service” from Company and Executive shall cooperate diligently to amend the Companyterms of this Agreement to avoid such 409A Penalties, to the extent possible.

Section 409A. Any payments under (i) Notwithstanding any provisions of this Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period orcontrary, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s Chairman is a “separation from servicespecified employee” from the Company (within the meaning of Section 409A of the Code, Code and the regulations thereunder and determined pursuant to procedures adopted by the Company) and he experiences a “Separation separation from Service”service” (including in respect of his position as a member of the Board) after the Effective Date and if any portion of the Company determines that paying payments or benefits to be received by the Executive Chairman upon such amounts at the time or times indicated in this Agreement a “separation from service” would be a prohibited distribution considered deferred compensation under Section 409A(a)(2)(B)(i) 409A of the Code. If , amounts that would otherwise be payable pursuant to this Agreement during the payment of any six-month period immediately following the Executive Chairman’s separation from service (the “Delayed Payments”) and benefits that would otherwise be provided pursuant to this Agreement (the “Delayed Benefits”) during the six-month period immediately following the Executive Chairman’s separation from service (such amounts is delayed as a result of period, the previous sentence, then “Delay Period”) shall instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Separation the Executive Chairman’s separation from Service service or (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of ii) Executive Chairman’s death (the Executive’s death)applicable date, the “Permissible Payment Date”). The Company shall pay also reimburse the Executive a lumpChairman for the after-sum amount equal to the cumulative amount that would have otherwise been payable to tax cost incurred by the Executive during such periodChairman in independently obtaining any Delayed Benefits (the “Additional Delayed Payments”). Any right For the avoidance of doubt, this Section 6(d) is not intended to a series limit or modify the provisions of installment payments pursuant Section 2(b) and is instead intended to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under ensure compliance with Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company.

Section 409A. Any payments under Notwithstanding anything to the contrary in this Agreement subject or elsewhere (except for Section 4(d) of this Agreement), if the Executive is a “specified employee” as determined pursuant to Section 409A as of the Code that are subject to execution date of the Separation From Service and if any payment, benefit or entitlement provided for in this Agreement or otherwise both (x) constitutes a waiver “deferral of compensation” within the meaning of Section 409A and release which may (y) cannot be executed and/or revoked paid or provided in a calendar year manner otherwise provided herein or otherwise without subjecting the Executive to additional tax, interest or penalties under Section 409A, then any such payment, benefit or entitlement that is payable during the first six months following the Executive’s Separation From Service shall be paid or provided to the Executive in a cash lump-sum on the earlier of the Executive’s death or the first business day of the seventh calendar year month following the month in which the payment event (such as Executive’s Separation From Service occurs. In addition, any payment, benefit or entitlement due upon a termination of employmentthe Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A (other than any payments due pursuant to Section 4(d) occurs of this Agreement) shall commence only be paid or provided to Executive upon a Separation From Service, in which case any reference to “Date of Termination” in connection with such payment, benefit or entitlement shall be deemed to be a reference to “Separation From Service” and the actual payment only date within the time specified in the calendar year in which applicable provision of Section 6 shall be within the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the CodeCompany’s sole discretion. Notwithstanding anything to the contrary in this AgreementSection 6 or otherwise, any payment or benefit under this Section 6 or otherwise which is exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to the Executive only to the extent the expenses are not incurred or the benefits are not provided beyond the last day of the second taxable year of the Executive following the taxable year of the Executive in which the Separation From Service occurs; and provided further that the Company reimburses such expenses no compensation later than the last day of the third taxable year following the taxable year of the Executive in which the Separation From Service occurs. Finally, to the extent that the provision of any benefit pursuant to Section 6(a)(iv) or benefits Section 6(d)(v) hereof is taxable to the Executive, any such reimbursement shall be paid to the Executive during on or before the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first last day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), taxable year following the Company shall pay taxable year in which the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during expense is incurred and such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise reimbursement shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) liquidation or exchange for any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Companybenefit.

Section 409A. Any The parties intend that the benefits and payments provided under this Agreement subject to Section 409A shall be exempt from, or comply with, the requirements of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything 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 Code. Anything in this Agreement to the contrary in this Agreementnotwithstanding, no compensation or benefits shall be paid to if at the Executive during the six (6)-month period following time of the Executive’s “separation from service” from the Company (service within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be Executive is a prohibited distribution under “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code. If , then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of any such amounts is delayed the Executive’s separation from service would be considered deferred compensation subject to the twenty percent (20%) additional tax imposed pursuant to Section 409A(a) of the Code as a result of the previous sentence, then on the first day application of Section 409A(a)(2)(B)(i) of the seventh month following Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of Separation (A) six months and one day after the Executive’s separation from Service service, or (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of B) the Executive’s death). If any such delayed cash payment is otherwise payable on an installment basis, the Company first payment shall pay the Executive include a lumpcatch-sum amount equal to the cumulative amount up payment covering amounts that would otherwise have otherwise been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate paymentsin accordance with their original schedule. To the extent permitted under that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise the provision shall not be deemed “nonqualified deferred compensation” subject to read in such a manner so that all payments hereunder comply with Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the CompanyCode.

Section 409A. Any payments under this Agreement A payment of any amount or benefit that is (i) subject to Section 409A 409A, and (ii) to be made because of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs employment shall commence payment only in not be made unless such termination is also a “separation from service” within the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with meaning of Section 409A and the regulations promulgated thereunder and, for purposes of any such provision of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation references to a “termination,” “termination of employment” or benefits like terms shall mean “separation from service” within the meaning of Section 409A. Notwithstanding the foregoing, for purposes of determining the amount to be paid to Employee, the Executive during date of termination of employment shall be used to determine such amount, regardless of whether such termination is a “separation from service” within the six (6)-month period following meaning of Section 409A. Notwithstanding any provision of this Agreement to the Executivecontrary, if at the time of Employee’s “separation from service” from the Company (within the meaning of Section 409A of the Code, Employee is a “Separation specified employee” (as defined under Section 409A), then to the extent that any amount to which Employee is entitled in connection with his separation from Service”) if the Company determines that paying service is subject to Section 409A, payments of such amounts at to which Employee would otherwise be entitled during the time or times indicated six (6) month period following the separation from service will be accumulated and paid in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(ilump sum on the earlier of (i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following after the date of Separation the separation from Service service, or (ii) the date of Employee’s death. This paragraph shall apply only to the extent required to avoid Employee’s incurrence of any additional tax or such earlier date upon which such amount can be paid interest under Section 409A without resulting in a prohibited distribution, including as a result or any regulations or Treasury guidance promulgated thereunder. Notwithstanding any provision of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal this Agreement to the cumulative amount that would have otherwise been payable contrary, to the Executive during such period. Any right to a series extent that any payment under the terms of installment payments pursuant to this Agreement is to be treated as a right to a series would constitute an impermissible acceleration or deferral of separate payments. To the extent permitted payments under Section 409A or any regulations or Treasury guidance promulgated thereunder, or under the terms of any applicable plan, program, arrangement or policy of the CodeEmployer, such payments shall be made no earlier or later than at such times allowed under Section 409A or the terms of such plan, program, arrangement or policy. If any separate payment or benefit under provision of this Agreement (or otherwise shall not be deemed “nonqualified deferred of any award of compensation” subject ) would cause Employee to incur any additional tax or interest under Section 409A or any regulations or Treasury guidance promulgated thereunder, the Employer may reform such provision; provided that the Employer shall (i) maintain, to the maximum extent practicable, the original intent of the Code applicable provision without violating the provisions of Section 409A and (ii) notify and consult with Employee regarding such amendments or modifications prior to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or effective date of any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Companysuch change.

Section 409A. Any (i) To the extent (i) any payments to which you become entitled under this Agreement Agreement, or any agreement or plan referenced herein, on account of your termination of Employment with the Company constitute nonqualified deferred compensation subject to Section 409A of the Code that and (ii) you are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts deemed at the time or times indicated in this Agreement would of such termination of Employment to be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted “specified employee” under Section 409A of the Code, any separate then such payment or benefit under this Agreement or otherwise payments shall not be deemed “nonqualified deferred compensation” subject to Section 409A made or commence until the earlier of (i) the expiration of the Code to six (6)-month period measured from the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision date of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s your “separation from service” from (as such term is at the time defined in regulations under Section 409A of the Code) with the Company.; or (ii) the date of your death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between your termination of Employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any nonqualified deferred compensation payment to you could be paid in one or more of your taxable years depending upon you completing certain employment-related actions, then any such payments will commence or occur in the later taxable year to the extent required by Code Section 409A.

Section 409A. Any Notwithstanding any provision of this Agreement to the contrary, if, at the time of the Executive’s termination of employment with the Company, Executive is a “specified employee” as defined in Section 409A (together with the regulations and guidance promulgated thereunder, “Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), and one or more of the payments or benefits received or to be received by Executive pursuant to this Agreement cannot be paid or provided at the time otherwise provided under this Agreement subject without subjecting Executive to an additional tax, interest and/or penalties under Section 409A of the Code 409A, then any such payment or benefit that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive is payable during the first six (6)-month period months following the Executive’s “separation from service” from (as such term is defined by Section 409A) shall be paid or provided to Executive (or Executive’s estate in the Company event of Executive’s death) in a lump sum cash payment (within together with interest on such amount during the meaning period of Section 409A of such restriction at a rate per annum equal to the Code, a “Separation from Service”applicable federal short-term rate (compounded monthly) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution effect under Section 409A(a)(2)(B)(i1274(d) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then Code on the date of Executive’s termination of employment with the Company) on the earlier of (A) the first business day of the seventh calendar month immediately following the date of Separation from Service (or such earlier date upon month in which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from (as defined above) occurs, or (B) the Companydate of Executive’s death. The provisions of this Section shall only apply to the extent required to avoid Executive’s incurrence of any penalty tax or interest under Section 409A. In addition, if any provision of this Agreement would cause Executive to incur any penalty tax or interest under Section 409A, the Company may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A. This Agreement is intended to comply with the requirements of Section 409A. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that no payments due under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of any payment hereunder. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during 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 made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

Section 409A. Any payments under If the Executive is a U.S. taxpayer, this Section 30 shall apply. This Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary is intended to comply with Section 409A of the Code. Notwithstanding anything to the contrary , and its corresponding regulations, or an exemption thereto, and payments may only be made under this Agreement upon an event and in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of a manner permitted by Section 409A of the Code, a to the extent applicable. Severance benefits under this Agreement are intended to be exempt from Section 409A of the Code under the “Separation from Service”) if short-term deferral” exception, to the Company determines that paying such amounts at maximum extent applicable, and then under the time or times indicated “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under contrary, if required by Section 409A of the Code, if the Executive is considered a “specified employee” for purposes of Section 409A of the Code and if payment of any separate payment or benefit amounts under this Agreement or otherwise shall not is required to be deemed “nonqualified deferred compensation” subject delayed for a period of six months after separation from service pursuant to Section 409A of the Code to Code, payment of such amounts shall be delayed as required by Section 409A of the extent provided Code, and the accumulated amounts shall be paid in a lump-sum payment within 10 days after the exceptions in Treasury Regulation Section 1.409A-1(b)(4)end of the six-month period or within 60 days following the Executive’s death, Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. if earlier. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s a “separation from service” from under Section 409A of the CompanyCode, to the extent required by Section 409A of the Code. For purposes of Section 10, if the Change of Control does not qualify as a “change in control event” as defined under Section 409A of the Code, any payments that would have otherwise been paid in a lump sum shall be paid in instalments in accordance with the payment schedule set forth in Section 9(a). For purposes of Section 409A of the Code, each payment hereunder shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the 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.

Section 409A. Any payments under this This Agreement subject is intended to comply with the requirements of Section 409A of the Code that are subject to execution of a waiver (“Section 409A”), and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying interpreted and construed consistently with such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Codeintent. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any The right to a series of installment payments pursuant to under this Agreement is to will be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate Each payment or benefit under this Agreement or otherwise shall not that is made within 2-½ months following the end of the year that contains the Executive’s separation date is intended to be deemed “nonqualified deferred compensation” exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A. Each payment under this Agreement that is made later than 2-½ months following the end of the year that contains the Executive’s separation date is intended to be exempt from Section 409A under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation. If the timing of any payment subject to Section 409A could occur in one or more tax years depending on Executive’s employment-related actions, such as the signing of the Code to the extent provided a release, then such payment will be made as soon as possible in the exceptions later tax year. For purposes of this Agreement, a termination of employment shall be determined consistent with the rules relating to a “separation from service” as defined in Treasury Regulation Section 1.409A-1(b)(4)409A. In the event at the time of his termination of employment, Section 1.409A-1(b)(9) or any other applicable exception or provision the Company is a publicly traded corporation and Executive is a “specified employee” within the meaning of Section 409A. All 409A, any payments of nonqualified deferred compensation subject to Section 409A which are payable to Executive shall not be made upon a termination paid until the earlier of employment under this Agreement may only be made upon (i) the expiration of the six (6) month period measured from Executive’s “separation from service from the Company or (ii) the date of Executive’s death following such separation from service. In the event that any payments of deferred compensation subject to Section 409A are contingent upon the occurrence of a Change in Control, such payments shall not be paid unless the Change in Control constitutes a “change in control event” from as defined under Section 409A. The first payment of such deferred compensation shall include a catch-up payment covering amounts that would otherwise have been paid but for the Companyapplication of this Section 15. The balance of any installment payments shall be payable in accordance with their original schedule. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible.

Section 409A. Any payments under (i) If any provision of this Agreement subject (or of any award of compensation, including equity compensation or benefits) would cause the Employee to incur any additional tax or interest under Section 409A of the Internal Revenue Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends1986, as necessary amended (the “Code”) or any regulations or Treasury guidance promulgated thereunder, the Company shall reform such provision to comply with Section 409A of the Code; provided, that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Employee of the applicable provision without violating the provisions of Section 409A of the Code. (ii) Notwithstanding anything any provision to the contrary in this Agreement, no compensation if the date of any payment or benefits the commencement of any installment payments payable under this Agreement must be delayed for six months in order to meet the requirements of Section 409A(a)(2)(B) of the Code applicable to “specified employees”, then any such payment or payments shall not be paid made or provided (subject to the Executive during last sentence hereof) prior to the earlier of (A) the expiration of the six (6)-month month period following measured from the Executivedate of the Employee’s “separation from service” from the Company (within the meaning of as such term is defined in Treasury Regulations issued under Code Section 409A of the Code, a “Separation from Service”409A) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i(B) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service the Employee’s death (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result the “Delay Period”). Upon the expiration of the Executive’s death)Delay Period, the Company shall pay the Executive a lump-sum amount equal all payments and benefits delayed pursuant to the cumulative amount that this Section 15(d) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive during Employee in a lump sum, and any remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Code Section 409A upon or following a termination of employment unless such period. Any termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) (a) All expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee; (b) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (c) the right to a series reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. (v) For purposes of Code Section 409A, the Employee’s right to receive any installment payments pursuant to this Agreement is to shall be treated as a right to receive a series of separate and distinct payments. To the extent permitted under Section 409A of the Code, any separate Whenever a payment or benefit under this Agreement or otherwise specifies a payment period with reference to a number of days (e.g., “payment shall not be deemed “nonqualified deferred compensation” subject to Section 409A made within thirty (30) days following the date of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4termination”), Section 1.409A-1(b)(9) or any other applicable exception or provision the actual date of Section 409A. All payments payment within the specified period shall be within the sole discretion of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company.

Section 409A. Any payments under It is intended that this Agreement subject to comply with or be exempt from Section 409A of the Code that are subject and the Treasury Regulations and IRS guidance thereunder (collectively referred to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with “Section 409A of the Code409A”). Notwithstanding anything to the contrary in this Agreement, this Agreement shall, to the maximum extent possible, be administered, interpreted, and construed in a manner consistent with Section 409A. If and to the extent required to comply with Section 409A, no compensation payment or benefits benefit required to be paid under this Agreement on account of termination of the Executive’s employment shall be paid to made unless and until the Executive during has a “separation from service” within the meaning of Section 409A. If any provision of this Agreement provides for payment within a time period, the determination of when such payment shall be made within such time period shall be solely in the discretion of the Company; provided, however, that if for the period for providing and not revoking a Release at Section 2.4 below spans two calendar years, no payment shall be made until the second calendar year. In the case of any amounts payable under this Agreement that may be treated as payable in the form of “a series of installment payments,” as defined in Treasury Regulation Section 1.409A-2(b)(2)(iii), the right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of such Treasury Regulation. If the Executive is a “specified employee” as determined pursuant to Section 409A as of the date of termination of employment and if any payment or benefit provided for in this Agreement or otherwise both (x) constitutes a “deferral of compensation” within the meaning of Section 409A and (y) cannot be paid or provided in the manner otherwise provided without subjecting the Executive to additional tax, interest, or penalties under Section 409A, then any such payment or benefit shall be delayed until the earlier of (i) the date which is six (6)-month period following 6) months after the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Codefor any reason other than death, a “Separation from Service”or (ii) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal . Any payment or benefit otherwise payable or to the cumulative amount that would have otherwise been payable be provided to the Executive during such period. Any right to a series upon or in the six (6) month period following “separation from service” that is not so paid or provided by reason of installment payments pursuant to this Agreement is to Section 2.3 shall be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment accumulated and paid or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code provided to the extent provided Executive in a single lump sum, as soon as practicable (and in all events within 15 days) after the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9date that is six (6) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon months after the Executive’s “separation from service” from (or, if earlier, as soon as practicable, and in all events within fifteen (15) days, after the Company.date of the Executive’s death). All subsequent payments or benefits, if any, shall be payable or provided in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply. The Company and the Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A.

Section 409A. Any payments This Agreement is intended to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. To the extent Executive would otherwise be entitled to any payment under this Agreement Agreement, or any plan or arrangement of the Company or its Affiliates, that constitutes a “deferral of compensation” subject to Section 409A of the Code and that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following 6) months beginning on the Date of Termination of Executive’s employment would be subject to the Section 409A additional tax because Executive is a “separation from servicespecified employee” from the Company (within the meaning of Section 409A of and as determined by the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s deathCompany), the Company shall pay payment will be paid to Executive on the Executive a lump-sum amount equal to earlier of the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series six (6) month anniversary of installment payments pursuant to this Agreement is to be treated as a right to a series his Date of separate paymentsTermination or death. To the extent permitted under Executive would otherwise be entitled to any benefit (other than a payment) during the six (6) months beginning on termination of Executive’s employment that would be subject to the Section 409A additional tax, the benefit will be delayed and will begin being provided on the earlier of the Code, any separate first day following the six (6) month anniversary of Executive’s Date of Termination or death. Any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided only upon a “separation from service” as defined in Treasury Regulation § 1.409A-1(h). Each payment made under this Agreement or otherwise shall not be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “nonqualified deferred deferral of compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section §§ 1.409A-1(b)(4) (“Short-Term Deferrals”) and (b)(9) (“Separation Pay Plans,” including the exception under subparagraph (iii), Section 1.409A-1(b)(9) or any and other applicable exception provisions of Treasury Regulation § 1.409A-1 through A-6. Notwithstanding anything to the contrary in this Agreement or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment elsewhere, any payment or benefit under this Agreement may or otherwise that is exempt from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided only be made upon to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Executive’s “separation from service” occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which Executive’s “separation from service” occurs. To the Companyextent any expense reimbursement (including without limitation any reimbursement of interest or penalties related to taxes) or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (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 in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

Section 409A. Any payments under If Executive determines, in good faith, that any compensation or benefits provided by this Agreement subject may result in the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall provide written notice thereof (describing in reasonable detail the basis therefor) to Employer, and Employer shall, in consultation with Executive, modify this Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked or in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary order to comply with the provisions of Section 409A of the Code, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and without any diminution in the value of the payments to Executive. Any payments that, under the terms of this Agreement, qualify for the “short-term” deferral exception under Treasury Regulations Section 1.409A-1(b)(4), the “separation pay” exception under Treasury Regulations Section 1.409A-1(b)(9)(iii) or another exception under Section 409A of the Code will be paid under the applicable exceptions to the greatest extent possible. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. Notwithstanding anything Anything in this Agreement to the contrary in this Agreementnotwithstanding, no compensation or benefits shall be paid to if at the Executive during the six (6)-month period following the time of Executive’s “separation from service” from the Company (service within the meaning of Section 409A of the Code, Executive is considered a “Separation from Service”) if specified employee” within the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under meaning of Section 409A(a)(2)(B)(i) of the Code. If , and if any payment that Executive becomes entitled to under this Agreement is considered deferred compensations subject to interest, penalties and additional tax imposed pursuant to Section 409A of the payment of any such amounts is delayed Code as a result of the previous sentenceapplication of Section 409A(a)(2)(B)(i) of the Code, then on no such payment shall be payable prior to the first date that is the earlier of (i) six months and one day of the seventh month following Executive’s separation from service or (ii) Executive’s death. In no event shall the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result termination of the Executive’s death), employment be deemed to occur until Executive experiences a “separation from service” within the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series meaning of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination. All reimbursements provided under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to provided in accordance with the requirements of Section 409A of the Code to Code, including, where applicable, the extent provided requirement that (A) the amount of expenses eligible for reimbursement during one calendar year will not affect the amount of expenses eligible for reimbursement in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision calendar year; (B) the reimbursement of Section 409A. All payments an eligible expense will be made no later than the last day of nonqualified deferred compensation the calendar year following the calendar year in which the expense is incurred; and (C) the right to any reimbursement will not be subject to Section 409A liquidation or exchange for another benefit. Notwithstanding the foregoing, Employer makes no representation or covenant to be made upon a termination of employment ensure that the payments and benefits under this Agreement may only be made upon are exempt from, or compliant with, Section 409A of the Executive’s “separation from service” from the CompanyCode.

Section 409A. Any payments under this Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything any provision to the contrary in this Agreement, no compensation cash payments or other benefits shall described in Sections 5.2 or 5.3 will be paid or made available to the Executive during the six (6)-month period following unless the Executive’s termination of employment constitutes a “separation from service” from the Company (within the meaning of Section 409A 1.409A-1(h) of the Department of Treasury Regulations, and unless, on or prior to the thirtieth (30th) day following the Date of Termination, (a) the Executive shall have executed a waiver and release of claims in the form attached as Exhibit A hereto, and (b) such release shall not have been revoked by the Executive prior to such thirtieth (30th) day. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed at the time of her separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, a “Separation from Service”) if to the Company determines that paying such amounts at extent delayed commencement of any portion of the time or times indicated in termination benefits to which the Executive is entitled under this Agreement would be is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result portion of the Executive’s death), the Company termination benefits shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable not be provided to the Executive during such period. Any right prior to a series the earlier of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To (i) the extent permitted under Section 409A expiration of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A six (6)-month period measured from the date of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from with the CompanyCompany (as such term is defined in the Department of Treasury Regulations issued under Section 409A of the Code) or (ii) the date of the Executive’s death. Upon the expiration of the applicable deferral period under Section 409A(a)(2)(B)(i) of the Code, all payments deferred pursuant to Section 5.2 or 5.3 shall be paid in a lump sum to the Executive, and any remaining payments due under this Agreement shall be paid as otherwise provided herein. For the avoidance of doubt, no payments or benefits shall be payable under Section 5.2 in the event of the Executive’s termination of employment due to expiration of the Term under Section 2.2.

Section 409A. Any payments It is intended that all of the benefits provided under this the Agreement subject satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code that are subject and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and the Agreement will be construed to execution of a waiver the greatest extent possible as consistent with those provisions. To the extent not so exempt, the Agreement (and release which may any definitions under the Agreement) will be executed and/or revoked construed in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, for purposes of the Code. Notwithstanding anything to the contrary in this AgreementTreasury Regulations Section 1.409A-2(b)(2)(iii)), no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of receive any installment payments pursuant to this under the Agreement is to will be treated as a right to receive a series of separate paymentspayments and, accordingly, each installment payment under the Agreement will at all times be considered a separate and distinct payment. To If the extent permitted under Section 409A Board determines that any of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed payments in connection with a Separation from Service constitute “nonqualified deferred compensation” subject to under Section 409A 409A, and if the Executive is a “specified employee” of the Code Company, as such term is defined in Section 409A(a)(2)(B)(i), at the time of his Separation from Service, then, solely to the extent provided in necessary to avoid the exceptions in Treasury Regulation incurrence of the adverse personal tax consequences under Section 1.409A-1(b)(4)409A, Section 1.409A-1(b)(9the timing of the payments due on a Separation from Service will be delayed as follows: on the earlier to occur of (i) or any other applicable exception or provision the date that is six months and one day after the effective date of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s Separation from Service, and (ii) the date of the Executive’s death (such earlier date, the “separation from service” from Delayed Initial Payment Date”), the CompanyCompany will (A) pay to the Executive a lump sum amount equal to the sum of the payments that the Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (B) commence paying the balance of the payments in accordance with the applicable payment schedules set forth in above. No interest will be due on any amounts so deferred.

Section 409A. Any payments All amounts payable under this Agreement subject are intended to comply with the “short term deferral” exception from Section 409A of the Internal Revenue Code (“Section 409A”) specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision) or the “separation pay plan” exception specified in Treas. Reg. § 1.409A-1(b)(9) (or any successor provision), and shall be interpreted in a manner consistent with those exceptions. Notwithstanding the foregoing, to the extent that any amounts payable in accordance with this Agreement are subject to execution of Section 409A, both this Agreement shall be interpreted and administered in such a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such way as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary maximum extent possible. To the extent that this Agreement is subject to Section 409A and fails to comply with Section 409A, the Company reserves the right (without any obligation to do so) to amend restructure, terminate or replace the Agreement in order to cause the Agreement either to comply with Section 409A or not be subject to Section 409A. Each installment payment of compensation under this AgreementAgreement shall be treated as a separate payment of compensation for purposes of applying Section 409A. If payment of any amount subject to Section 409A is triggered by a separation from service that occurs while the Employee is a “specified employee” (as defined by Section 409A), no compensation or benefits and if such amount is scheduled to be paid within six (6) months after such separation from service, the amount shall accrue without interest and shall be paid to the Executive during first business day after the six (6)-month period end of such six-month period, or, if earlier, within 15 days after the appointment of the personal representative or executor of the Employee’s estate following the ExecutiveEmployee’s death. “Termination of employment,” “resignation” or words of similar import, as used in this Agreement shall mean, with respect to any payments subject to Section 409A, the Employee’s “separation from service” from the Company (within the meaning of as defined by Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. 409A. If the any payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A is contingent on the delivery of a release by an Employee and could occur in either of two years, the Code to the extent provided payment will occur in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or later year. If any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation payment subject to Section 409A to be made upon is contingent on the delivery of a termination release by an Employee and delivery could occur in either of employment two years, the payment will occur in the later year. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may only be made upon incurred by the Executive’s “separation from service” from the Company.Employee on account of noncompliance with Section 409A.

Section 409A. Any payments The Parties intend that any amounts payable under this Agreement subject to Agreement, and the Company’s and Executive’s exercise of authority or discretion hereunder, comply with the provisions of Section 409A of the Code that are subject (“Section 409A”). To the extent Executive would otherwise be entitled to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the any payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in under this Agreement, no compensation or benefits shall be any plan or arrangement of the Company Group, that constitutes a “deferral of compensation” subject to Section 409A and that if paid to the Executive during the six (6)-month period following months beginning on the date of termination of Executive’s employment would be subject to the Section 409A additional tax because Executive is a “separation from servicespecified employee” from the Company (within the meaning of Section 409A of and as determined by the CodeCompany), a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then will be paid to Executive on the first day earlier of (a) the seventh six-month following anniversary of his date of termination and (b) on the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s his death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Executive would otherwise be entitled to any benefit (other than a payment) during the six months beginning on termination of Executive’s employment that would be subject to the Section 409A additional tax, the benefit will be delayed and will begin being provided on the earlier of (a) the Code, any separate first day following the six-month anniversary of Executive’s date of termination and (b) on the date of his death. Any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of Section 409A will be paid or provided only upon a “separation from service” as defined in Treas. Reg. § 1.409A-1(h). Each payment made under this Agreement or otherwise shall not will be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement will be deemed not to be a “nonqualified deferred deferral of compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Treas. Reg. § 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. §§ 1.409A-1 through A-6. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 1.409A-1(b)(4)409A or is required to be included in Executive’s gross income for federal income tax purposes, Section 1.409A-1(b)(9such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other applicable exception taxable year, nor will Executive’s right to reimbursement or provision of Section 409A. All payments of nonqualified deferred compensation in-kind benefits be subject to Section 409A liquidation or exchange for another benefit. Notwithstanding anything herein to be made upon a termination of employment under the contrary, no particular tax result for Executive with respect to any income recognized by Executive in connection with this Agreement may only is guaranteed, and Executive will be made upon responsible for any and all income taxes due with respect to the Executive’s “separation from service” from the Companyarrangements contemplated by this Agreement (including Section 4(b)).

Section 409A. Any payments To the extent applicable, it is intended that the compensation arrangements under this Agreement subject to Section 409A of be in full compliance with the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning provisions of Section 409A of the Code, Internal Revenue Code and the guidance and regulations promulgated thereunder ("Section 409A"). This Agreement shall be administered in a “Separation from Service”) if manner consistent with this intent and the Executive agrees the Company shall have the right to delay the payment, or to limit the form of payment, of any amount under this Agreement to the extent the Company, in good faith, determines that paying such amounts delay or limitation is necessary to avoid adverse tax consequences under Section 409A. Specifically, notwithstanding anything in Sections 4 or 5 or any other provision of this Agreement to the contrary, if at the time Executive's Date of Termination, stock of the Company or times indicated any of its affiliates is publicly traded on an established securities market or otherwise and the Executive is a "Specified Employee" (as defined in Section 12(e)(i)) at the Date of Termination, the Company shall defer the payment or commencement of the payment, as the case may be, of any amounts described in Sections 4 or 5, and any other payments or benefits payable under this Agreement would be a prohibited distribution Agreement, the deferral of the payment or commencement of which is necessary to prevent any accelerated or additional tax under Section 409A(a)(2)(B)(i) of the Code. If the payment of 409A, that, in any such amounts is delayed as a result case, otherwise become payable during the first six months following the Executive's Date of Termination, until the previous sentence, then on earlier of (A) the first day of the seventh month following the date Executive's Date of Separation from Service Termination, or (B) the Executive's death. Any payments or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including benefits delayed as a result of the preceding sentence shall be accumulated and paid in a lump sum, without interest, as soon as practicable after the first day of the seventh month following the Executive’s 's Date of Termination (or the Executive's earlier death). Thereafter, the Company payments shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such periodresume in accordance with this Agreement. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the CodeIn addition, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in any provision of this Agreement, including the exceptions in Treasury Regulation foregoing provisions of this Section 1.409A-1(b)(412(e), Section 1.409A-1(b)(9) is or any other applicable exception or provision will be in violation of Section 409A. All payments of nonqualified deferred compensation subject to 409A, this Agreement shall be amended in such manner as the parties may agree such that the Agreement is or remains in compliance with Section 409A and the foregoing intent of the parties is maintained to be made upon a termination of employment under the maximum extent possible. Each party is responsible for reviewing this Agreement may only be made upon the Executive’s “separation from service” from the Company.for compliance with Section 409A.

Section 409A. Any payments under With respect to the payments, if any, provided by this Agreement subject to upon any Separation under Sections 3 or 4, Executive’s employment shall be treated as terminated if the Separation meets the definition of “separation from service” as set forth in Treasury Regulation Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or1.409A-l(h)(l), if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary contained in this Employment Agreement, no compensation or benefits shall be paid to the if (a) Executive during the six (6)-month period following the Executive’s is a “separation from servicespecified employee” from the Company (within the meaning of Treasury Regulation Section l,409A-l(i), and (b) any portion of the amounts payable under Sections 3 or 4 upon Separation does not qualify for exemption from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), a “Separation from Service”) if under the Company determines that paying short-term deferral exception to deferred compensation of Treasury Regulation Section 1,409A-l(b)(4), then payments of such amounts at that are not exempt from Code Section 409A shall be made in accordance with the time terms of this Employment Agreement, but in no event earlier than the first to occur of (i) the day after the six-month anniversary of Executive’s Separation of employment, or times indicated (ii) Executive’s death. Any payments delayed pursuant to the prior sentence shall be made in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then lump sum on the first day of the seventh month following the date of Separation from Service (or of Executive’s employment, and the Company will pay the remainder of such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distributionpayments, including as a result if any, on and after the first day of the seventh month following the date of Separation of Executive’s death), employment at the Company time(s) and in the form(s) provided by the applicable section(s) of this Employment Agreement. Each such payment shall pay the Executive be considered a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to “separate payment” and not one of a series of installment payments pursuant to this Agreement is to be treated as a right to a series for purposes of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company.***** [Signature Page Follows]

Section 409A. Any payments under With respect to the payments, if any, provided by this Agreement subject to upon any Separation under Sections 3 or 4, Executive’s employment shall be treated as terminated if the Separation meets the definition of “separation from service” as set forth in Treasury Regulation Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code1.409A-1(h)(l). Notwithstanding anything to the contrary contained in this Employment Agreement, no compensation or benefits shall be paid to the if: (a) Executive during the six (6)-month period following the Executive’s is a “separation from servicespecified employee” from the Company (within the meaning of Treasury Regulation Section 1.409A-1(i); and (b) any portion of the amounts payable under Sections 3 or 4 upon Separation does not qualify for exemption from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), a “Separation from Service”) if under the Company determines that paying short-term deferral exception to deferred compensation of Treasury Regulation Section 1.409A-1(b)(4), then payments of such amounts at that are not exempt from Code Section 409A shall be made in accordance with the time terms of this Employment Agreement, but in no event earlier than the first to occur of: (i) the day after the six-month anniversary of Executive’s Separation of employment; or times indicated (ii) Executive’s death. Any payments delayed pursuant to the prior sentence shall be made in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then lump sum on the first day of the seventh month following the date of Separation from Service (or of Executive’s employment, and the Company will pay the remainder of such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distributionpayments, including as a result if any, on and after the first day of the seventh month following the date of Separation of Executive’s death), employment at the Company time(s) and in the form(s) provided by the applicable section(s) of this Employment Agreement. Each such payment shall pay the Executive be considered a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to “separate payment” and not one of a series of installment payments pursuant to this Agreement is to be treated as a right to a series for purposes of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company.***** [Signature Page Follows]

Section 409A. Any payments under this Agreement subject made by the Company pursuant to Section 409A of Sections 3(b)(ii), 3(b)(iii) and 3(b)(iv) hereof (except for unpaid annual short-term incentive compensation earned in the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following immediately preceding the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in Executive’s employment occurs, which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to Executive when paid to other similarly situated executives of the Executive during Company) shall be paid or commence on the six first payroll date occurring on or after the thirtieth (6)-month period 30th) day following the effective date of Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a (“Separation from ServiceSection 409A”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”). If For purposes of applying the payment provisions of any such amounts Section 409A to this Agreement, each separately identified amount to which Executive is delayed entitled under this Agreement shall be treated as a result of separate payment. In addition, to the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid extent permissible under Section 409A without resulting in a prohibited distribution409A, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a any series of installment payments pursuant to under this Agreement is to shall be treated as a right to a series of separate payments. To 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 its subsidiaries. If Executive is a “specified employee” within the meaning of Section 409A, then payments identified in Section 3(b) of this Agreement shall not commence until six (6) months following “separation from service” within the meaning of Section 409A to the extent permitted necessary to avoid the imposition of the additional twenty percent (20%) tax under Section 409A (and in the case of installment payments, the Codefirst 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) are “deferred compensation” within the meaning of Section 409A and must be delayed for six (6) months pursuant to the preceding sentence, any separate payment or benefit under this Agreement or otherwise Executive shall not be deemed “nonqualified deferred compensation” subject entitled to Section 409A of additional compensation to compensate for such delay period. Upon the Code date such payment would otherwise commence, the Company shall reimburse Executive for such payments, to the extent provided in that such payments otherwise would have been paid by the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All Company had such payments of nonqualified deferred compensation subject to Section 409A to be made commenced upon a termination of employment under this Agreement may only be made upon the 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 reimbursements by the Company to Executive of any eligible expenses under this Agreement that are not excludable from Executive’s income for Federal income tax purposes (the Company.“Taxable Reimbursements”) shall be 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 expenses 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 does not make any representation to Executive that the payments or benefits provided under this Agreement are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless Executive or any beneficiary for any tax, additional 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 action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.

Section 409A. Any payments under this Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything any provision to the contrary in this Agreement, no compensation cash payments or other benefits shall described in Section 5.2 will be paid or made available to the Executive during the six (6)-month period following unless the Executive’s termination of employment constitutes a “separation from service” from the Company (within the meaning of Section 409A 1.409A-1(h) of the Department of Treasury Regulations, and unless, on or prior to the thirtieth (30th) day following the Date of Termination, (a) the Executive shall have executed a waiver and release of claims in the form attached as Exhibit A hereto, and (b) such release shall not have been revoked by the Executive prior to such thirtieth (30th) day. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, a “Separation from Service”) if to the Company determines that paying such amounts at extent delayed commencement of any portion of the time or times indicated in termination benefits to which the Executive is entitled under this Agreement would be is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result portion of the Executive’s death), the Company termination benefits shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable not be provided to the Executive during such period. Any right prior to a series the earlier of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To (i) the extent permitted under Section 409A expiration of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A six (6)-month period measured from the date of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from with the CompanyCompany (as such term is defined in the Department of Treasury Regulations issued under Section 409A of the Code) or (ii) the date of the Executive’s death. Upon the expiration of the applicable deferral period under Section 409A(a)(2)(B)(i) of the Code, all payments deferred pursuant to Section 5.2 shall be paid in a lump sum to the Executive, and any remaining payments due under this Agreement shall be paid as otherwise provided herein. For the avoidance of doubt, no payments or benefits shall be payable under Section 5.2 in the event of the Executive’s termination of employment due to expiration of the Term under Section 2.2.

Section 409A. Any payments under this This Agreement subject to shall be interpreted, construed and administered in a manner that satisfies the requirements of Section 409A of the Code that are subject to execution and the final Department of a waiver and release which may be executed and/or revoked in a calendar year following Treasury Regulations promulgated thereunder (the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section “409A of the CodeRegulations”). Notwithstanding anything any provision to the contrary in this the Agreement, no compensation or benefits shall be paid to if the Executive during is deemed at the six (6)-month period following the Executive’s “time of his or her separation from serviceservice to be a “specified employee” from the Company (within the meaning for purposes of Section 409A 409A(a)(2)(B)(i) of the Code, a “Separation from Service”) if to the Company determines that paying such amounts at extent any portion of the time or times indicated in termination payments to which the Executive is entitled under this Agreement would in the event of a termination upon a Change in Control is required to be delayed in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any , such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result portion of the Executive’s death), the Company termination benefits shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable not be paid to the Executive during such period. Any right prior to a series the earlier of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To (i) the extent permitted under Section 409A expiration of the Code, any separate payment or benefit under this Agreement or otherwise six-month period which shall not be deemed “nonqualified deferred compensation” subject to Section 409A begin on the date of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from with the CompanyCompany (as such term is defined in accordance with Section 409A of the Code and the 409A Regulations), or (ii) the date of Executive’s death; provided, however, that (a) termination payments shall not be delayed in the event such payments must be paid within the “short-term deferral period” as specified under Section 409A of the Code and the 409A Regulations (which, solely for illustrative purposes, generally requires payment within the first 2 1/2 months of the calendar year immediately following the calendar year in which the Executive has a vested right to payment under this Agreement) and (b) in the event of an involuntary termination as specified in Section 409A of the Code and the 409A Regulations, payment shall be delayed only with respect to that portion of the termination payments in excess of the lesser of (x) two times the limit under Section 401(a)(17) of the Code (the total of which is currently $450,000) or (y) the sum of Executive’s annual compensation for the two calendar years prior to the Date of Termination. Upon the expiration of the period during which the payment of any termination payments is delayed as set forth in (i) or (ii), all payments deferred pursuant to this Section 5.13 shall be paid in a lump sum to the Executive and any remaining payments due under the Agreement shall be paid as otherwise provided herein.

Section 409A. Any payments To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. To ensure compliance with Section 409A, the Company shall pay: all Base Salary payable (A) under Section 3.2 in accordance with the Company's payroll procedures set forth in Section 2.1 above as in effect on the Effective Date beginning with the first pay period (determined in accordance with the Company's payroll procedures set forth in Section 2.1 above) following the commencement of the Executive's physical or mental disability, and (B) under Section 3.4(b) in accordance with the Company's payroll procedures set forth in Section 2.1 above as in effect on the Effective Date beginning with the first pay period (determined in accordance with the Company's payroll procedures set forth in Section 2.1 above) following the Executive's termination as determined by the Company; any bonus payment payable under Section 8.1, 8.3, 8.4, 8.5, 8.6 or 8.7, if any, in accordance with the Company's procedures set forth in Section 2.2; any Severance Salary payable under Section 8.5 or 8.7 in a lump sum payment on a date that is no later than the later of the fifteenth day of the third month following the end of the Executive's or the Company's first taxable year after the termination, of (A) this Agreement in accordance with Section 3.5 or (B) the Executives employment under this Agreement subject to Section 409A 8.7, respectively; any Change in Control Salary payable under Section 8.6 in a lump sum payment on a date that is no later than the later of the Code that are subject to execution fifteenth day of a waiver and release which may be executed and/or revoked in a calendar year the third month following the calendar end of the Executive's or the Company's first taxable year in which after the payment event (such as a termination of employment) occurs shall commence payment only this Agreement in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply accordance with Section 409A of the Code7.1. Notwithstanding anything and to the contrary in this Agreementextent that any continued payments or reimbursements of Welfare Benefits under Section 3.2 or 3.4(b) are deemed to constitute taxable compensation to the Executive, no compensation or benefits any such payment due to the Executive shall be paid to the Executive during on or before the six (6)-month period last day of the Executive's taxable year following the taxable year in which the related expense was incurred. 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 the Executive’s “separation from service” from 's right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit. If the Company Executive is a "specified employee" (within the meaning of Treasury Regulation Section 1.409A-1(i)), as determined by the Company in accordance with Section 409A, as of the date of the Executive's separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), to the extent that any payments or benefits under this Agreement are subject to Section 409A and the delayed payment or distribution of the Code, a “Separation from Service”) if the Company determines that paying all or any portion of such amounts at to which the time or times indicated in Executive is entitled under this Agreement would be is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If , then such portion deferred under this Section 12(c) shall be paid or distributed (without interest) to the payment Executive in a lump sum on the earlier of any such amounts (i) the date that is delayed as a result six (6) months following termination of the previous sentenceExecutive's employment, then on the first day of the seventh month following (ii) a date that is no later than thirty (30) days after the date of Separation from Service the Executive's death or (or such earlier iii) the earliest date upon which such amount can as is permitted under Section 409A. For purposes of clarity, the six (6) month delay shall not apply in the case of severance pay contemplated by Treasury Regulation Section 1.409A-1(b)(9)(iii) to the extent of the limits set forth therein. Any remaining payments due under this Agreement shall be paid under as otherwise provided herein. For purposes of Section 409A (including, without resulting in a prohibited distributionlimitation, including as a result for purposes of the Executive’s deathTreasury Regulation Section 1.409A-2(b)(2)(iii)), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any Executive's right to a series of receive the installment payments pursuant to this Agreement is to described in Sections 3.2 and 3.4(b) shall be treated as a right to receive a series of separate payments. To the extent permitted under Section 409A of the Codepayments and, any accordingly, each installment payment shall at all times be considered a separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Companyand distinct payment.

Section 409A. Any payments under i. . .It is the intention of the parties hereto that this Agreement and the payments provided for hereunder shall not be subject to, or shall be in accordance with, Section 409A, and thus avoid the imposition of any tax and interest on Executive pursuant to Section 409A 409A(a)(1)(B) of the Code Code, and this Agreement shall be interpreted and construed consistent with this intent. Executive acknowledges and agrees that are subject to execution he shall be solely responsible for the payment of a waiver and release any tax or penalty which may be executed and/or revoked in imposed or to which he may become subject as a calendar year following the calendar year in which result of the payment event (such as a termination of employment) occurs shall commence payment only in any amounts under this Agreement. ii. . .Notwithstanding any provision of this Agreement to the calendar year in which the consideration period orcontrary, if applicable, release revocation period ends, as necessary to comply with Section 409A Executive is a “specified employee” at the time of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service”, any payment of “nonqualified deferred compensation” (in each case as determined pursuant to Section 409A) that is otherwise to be paid to Executive within six (6) months following Executive’s separation from service, then to the Company (within the meaning of extent that such payment would otherwise be subject to interest and additional tax under Section 409A 409A(a)(1)(B) of the Code, a “Separation from Service”) if such payment shall be delayed and shall be paid on the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) first business day of the Codeseventh calendar month following Executive’s separation from service, or, if earlier, upon Executive’s death. Any deferral of payments pursuant to the foregoing sentence shall have no effect on any payments that are scheduled to be paid more than six (6) months after the date of separation from service. iii. . . If the payment of any such amounts is delayed as a result of the previous sentencepayments hereunder are subject to the Release Requirement, then and the period in which Executive may consider executing the release begins in one calendar year and ends in the following calendar year, the date on which such payments will be made shall be no earlier than the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during second calendar year within such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate paymentsiv. To the extent permitted under Section 409A of the Code, any separate payment or benefit . .All reimbursements and in-kind benefits provided under this Agreement shall be made or otherwise shall not be deemed “nonqualified deferred compensation” provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during 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 made on or before the last day of the Code calendar year following the year in which the expense is incurred and (iv) the right to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) reimbursement is not subject to set off or liquidation or exchange for any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company.benefit. -13- #113813870 v1

Section 409A. Any payments under this Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything any provision to the contrary in this the Agreement, no compensation or benefits shall be paid to the if Executive during the six (6)-month period following the Executive’s “separation from service” from is deemed by the Company (within at the meaning time of his Separation from Service to be a “specified employee” for purposes of Section 409A 409A(a)(2)(B)(i) of the Code, a “Separation from Service”) if to the Company determines that paying such amounts at extent delayed commencement of any portion of the time or times indicated in termination benefits to which Executive is entitled under this Agreement would be is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If , such portion of Executive’s termination benefits shall not be provided to Executive prior to the payment earlier of any such amounts is delayed as a result (a) the expiration of the previous sentence, then on the first day of the seventh six-month following period measured from the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), Separation from Service with the Company or (b) the date of Executive’s death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to this Section 13 shall pay the Executive be paid in a lump-lump sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period(or his estate), and any remaining payments due under the Agreement shall be paid as otherwise provided herein. Any right to a series of installment payments To the extent that any reimbursements payable pursuant to this Agreement is are subject to be treated as a right to a series the provisions of separate payments. To the extent permitted under Section 409A of the Code, any separate payment reimbursements payable to Executive (or benefit his estate) shall be paid no later than December 31 of the year following the year in which the cost was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive right to reimbursement under this Agreement or otherwise shall will not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) liquidation or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Companyexchange for another benefit.

Section 409A. Any payments under this Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employmenta) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything any provision to the contrary in this AgreementAgreement (other than Section 8(b) below), no compensation payments, benefits or benefits reimbursements to which the Executive otherwise becomes entitled under Part Two or Part Three of this Agreement (other than reimbursement of Coverage Costs during the applicable period of COBRA coverage) shall be paid made or provided to the Executive during prior to the six earlier of (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”i) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day of the seventh month following the date of the Executive’s Separation from Service or (or such earlier ii) the date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay if the Executive is deemed at the time of such Separation from Service to be a lump-sum amount equal “specified employee” within the meaning of that term under Code Section 416(i) and the Corporation’s stock is publicly traded on an established securities market and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the cumulative amount that expiration of the applicable deferral period, all payments, benefits and reimbursements deferred pursuant to this Paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or made to the Executive during such period. Any right to in a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate lump sum, and any remaining payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit benefits and reimbursements due under this Agreement shall be paid or otherwise provided in accordance with the normal payment dates specified for them herein. If the Executive is, at any time during the twelve-month period ending on the last day of any calendar year, deemed to be a “key employee” within the meaning of that term under Code Section 416(i), then the Executive shall not be deemed “nonqualified deferred compensation” to be a specified employee subject to the delayed payment provisions of this Section 409A 8(a) for the period beginning on the April 1 of the Code to following calendar year and ending on the extent provided in March 31 of the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Companynext year thereafter.

Section 409A. Any If the termination giving rise to the payments described in Section 6 is not a “Separation from Service” within the meaning of Treas. Reg. § 1.409A-1(h)(1) (or any successor provision), then the amounts otherwise payable pursuant to that section will instead be deferred without interest and will not be paid until Executive experiences a Separation from Service. In addition, if the Executive is a “specified employee” within the meaning of Treas. Reg. § 1.409A-1(i), and to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under this Agreement subject to Section 409A of the Internal Revenue Code to any 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 subject otherwise due within six months following Executive’s Separation from Service (taking into account the preceding sentence of this paragraph) will be deferred without interest and paid to execution of a waiver and release which may be executed and/or revoked Executive in a lump sum immediately following that six month period. This paragraph should not be construed to prevent the application of Treas. Reg. §§ 1.409A-1(b)(4) or 1(b)(9)(iii) (or any successor provisions) to amounts payable to Executive. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4) (or any successor provision) to amounts payable hereunder, each payment in a series of payments will be deemed a separate payment. With respect to any expense reimbursement or in-kind benefit provided to Executive that constitutes a “deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code, (a) the expenses must be incurred during Executive’s lifetime, (b) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (c) reimbursements shall be made on or before the last day of the calendar year following the calendar year in which the payment event applicable expense is incurred, and (such as a termination of employmentd) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment reimbursement or benefit under this Agreement or otherwise shall in-kind benefits may not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) liquidated or exchanged for any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Companybenefit.

Section 409A. Any payments under this This Letter Agreement subject is intended to meet or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Specifically, each payment under this Letter Agreement is intended to be excepted from Section 409A of the Code, including, but not limited to, by compliance with the short-term deferral exception as specified in Treasury Regulation § 1.409A-1(b)(4), or in compliance with Section 409A of the Code, including, but not limited to, being paid pursuant to a fixed schedule or specified date pursuant to Treasury Regulation § 1.409A-3(i)(1)(v), and the provisions of this Letter Agreement will be administered, interpreted and construed accordingly. For purposes of this Letter Agreement, “termination of employment” means a “Separation from Service” under Treasury Regulation Section 1.409A-1(h). Notwithstanding any other provision of this Letter Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid in accordance with the following: (a) if you are subject “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of “Separation from Service” within the meaning of Section 409A(a)(2)(A)(i) of the Code, then no such payment shall be made or commence during the period beginning on the date of your Separation from Service and ending on the date that is six months following your Separation from Service or, if earlier, on the date of your death. The amount of any payment that would otherwise be paid to execution you during this period shall instead be paid on the fifteenth day of a waiver the first calendar month following the end of the six-month period; and release which may (b) payments with respect to reimbursements of expenses shall be executed and/or revoked made in a accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the payment event (such relevant expense is incurred. If this Letter Agreement correctly sets forth your understanding of our agreement with respect to the foregoing matters, please so indicate by signing below on the line provided for your signature. Very truly yours, SWK Holdings Corporation By: /s/ Wxxxxxx X. Xxxxx Name: Wxxxxxx Xxxxx Title: Managing Director Acknowledged and agreed as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company.written above: /s/ J. Xxxxx Xxxx J. Xxxxx Xxxx EXHIBIT A General Release

Section 409A. Any (a) The Company intends the payments under payable to Executive pursuant to this Agreement to be excepted from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and that each payment hereunder shall be treated as a separate payment for purposes of Section 409A of the Code. To the extent that any payment hereunder is subject to Section 409A of the Code that are subject to execution of a waiver and release which Code, it shall be administered in compliance with the requirements thereof. In no event may be executed and/or revoked in a calendar year following Executive, directly or indirectly, designate the calendar year in which of any payment under this Agreement. Notwithstanding any provision of this Agreement to the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period orcontrary, if applicable, release revocation period ends, as necessary to comply with the restriction in Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i409A(a)(2)(B) of the Code. If the Code concerning payments to “specified employees” (as defined in Section 409A) any payment on account of any Executive’s separation from service that would otherwise be due hereunder within six (6) months after such amounts is separation will nonetheless be delayed as a result of the previous sentence, then on until the first business day of the seventh month following the Date of Termination and the first such payment will include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction (the “Catch-up Amount”). If payment of Separation from Service (or such earlier date upon which such an amount can be paid under Section 409A without resulting in a prohibited distribution, including is delayed as a result of this Section 7, such amount shall be increased with interest from the date on which such amount would otherwise have been paid to Executive but for this Section 7 to the day prior to the date the Catch-up Amount is paid. The rate of interest shall be the applicable short-term federal rate applicable under Section 7872(f)(2)(A) of the Code for the month in which the Date of Termination occurs. Such interest shall be paid at the same time that the Catch-up Amount is paid. If Executive dies on or after the Date of Termination and prior to the six-month anniversary of such date, any amount delayed pursuant to this Section 7 shall be paid to Executive’s estate or beneficiary, as applicable, together with interest, within thirty (30) days following the date of Executive’s death), the Company . The provisions of this Section 7 shall pay the Executive a lump-sum amount equal apply notwithstanding any provision of this Agreement related to the cumulative amount that would have otherwise been payable to timing of payments following the Executive during such period. Any right to a series Date of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the CompanyTermination.

Section 409A. Any payments under this Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or the payment of consideration, compensation, and benefits pursuant to this Agreement shall be paid interpreted and administered in a manner intended to avoid the imposition of additional taxes under Section 409A. Notwithstanding any provision to the Executive during contrary in this Agreement or otherwise, no payment or distribution under this Agreement or otherwise that constitutes an item of “deferred compensation” under Section 409A and becomes payable by reason of the termination of the Employee’s employment hereunder shall be made to the Employee unless and until the termination of the Employee’s employment constitutes a “separation from service” (as such term is defined in Section 409A). In addition, no such payment or distribution of deferred compensation shall be made to the Employee prior to the earlier of (a) the expiration of the six (6)-month 6) month period following (the Executive“Six Month Period”) measured from the date of the Employee’s “separation from service” (as such term is defined in Section 409A), and (b) the date of the Employee’s death, if the Employee is deemed at the time of such separation from the Company (service to be a “specified employee” within the meaning of that term under Section 409A of (the Code, a “Separation from ServiceSix Month Delay”) and if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution delayed commencement is otherwise required to avoid an “additional tax” under Section 409A(a)(2)(B)(isection 409A(a)(1)(B) of the Code. If All payments and benefits that are delayed pursuant to the payment immediately preceding sentence shall be paid to the Employee in a lump sum upon expiration of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh six (6) month following the date of Separation from Service period (or such earlier date if earlier, upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the ExecutiveEmployee’s death). Notwithstanding the foregoing provisions, the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of and the Code Six Month Delay to the extent provided in the exceptions in Treasury Regulation Section section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or and (b)(9) and any other applicable exception or provision of under Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment Further, each individual installment payment that becomes payable under this Agreement may only and each payment of the Severance Pay or if applicable, the CIC Severance Pay shall be made upon a “separate payment” under Section 409A. Specifically, to the Executive’s extent the provisions of Treasury Regulation section 1.409A-1(b)(9) are applicable to the Severance Pay or if applicable, the CIC Severance Pay, the portion of such severance pay set forth in respectively, subsection 7(a)(i) or subsection 7 (e)(i) above that is less than the limit prescribed under Treasury Regulation section 1.409A-1(b)(9)(iii)(A) (or any successor provision) (the “separation from service” from Separation Pay Amount”) shall be payable to the CompanyEmployee in the manner prescribed in subsection 7(a)(i) or subsection 7(e)(i), as applicable, without regard to the Six Month Delay. Following the Six Month Delay, (1) to the extent applicable, the Employee shall receive a lump sum cash payment equal to the Severance Pay or CIC Severance Pay, as applicable, he otherwise would have received during the Six Month Period (absent the Six Month Delay) less the Separation Pay Amount and (2) the Employee shall receive the remainder of his Severance Pay or CIC Severance Pay, as applicable, in the manner prescribed by subsection 7(a) or subsection 7(e), as applicable.

Section 409A. Any payments under To the extent applicable, this Agreement subject to shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that are subject to execution of a waiver and release which may be executed and/or revoked in issued after the date hereof (collectively, “Section 409A”). In no event shall the Company, its affiliates or any of their respective officers, directors or advisors be liable for any taxes, interest or penalties imposed under Section 409A or any corresponding provision of state or local law. Any right to a calendar year following the calendar year in which the payment event (such series of installment payments pursuant to this Agreement is to be treated as a termination right to a series of employment) occurs shall commence payment only in separate payments. To the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary extent required to comply with Section 409A 409A, any payment or benefit required to be paid under this Agreement on account of the Codetermination of Executive’s employment or service (or any other similar term) shall be made only on account of a Separation from Service. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive hereunder during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code409A, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company.

Section 409A. Any payments under this This Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid interpreted to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of avoid any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted penalty sanctions under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code, ”). If any separate payment or benefit under this Agreement or otherwise shall cannot be deemed “nonqualified deferred compensation” subject to provided or made at the time specified herein without incurring sanctions under Section 409A of the Code to the extent 409A, then such benefit or payment shall be provided in full at the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. earliest time thereafter when such sanctions will not be imposed. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only will be made upon the Executive’s “a ‘separation from service’ under Section 409A of the Code. For purposes of Section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. In no event may the Employee, directly or indirectly, designate the calendar year of payment. To the maximum extent permitted under Section 409A of the Code and its corresponding regulations, the cash severance benefits payable under this Agreement are intended to meet the requirements of the short-term deferral exemption under Section 409A of the Code and the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii). However, if such severance benefits do not qualify for such exemptions at the time of the Employee’s termination of employment and therefore are deemed as deferred compensation subject to the requirements of Section 409A of the Code, then if the Employee is a “specified employee” under Section 409A of the Code on the date of the Employee’s termination of employment, notwithstanding any other provision of this Agreement, payment of severance under this Agreement shall be delayed for a period of six (6) months from the Companydate of the Employee’s termination of employment if required by Section 409A of the Code. 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 Employee dies during the postponement period prior to payment of the postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the Employee’s estate within sixty (60) days after the date of the Employee’s death. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. Any The intent of the parties is that payments and benefits under this Award Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of Code to the Codeextent subject thereto, and, accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement, Award Agreement and no compensation or benefits payment shall be paid due to the Executive during Participant under this Award Agreement on account of a separation from service until the six (6)-month period following the Executive’s Participant would be considered to have incurred a “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated . Any payments described in this Award Agreement would be a prohibited distribution under that are due within the “short-term deferral period” as defined in Section 409A(a)(2)(B)(i) 409A of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company Code shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to not be treated as a right deferred compensation unless applicable law requires otherwise. Notwithstanding anything to a series of separate payments. To the contrary in this Award Agreement, to the extent permitted that any PSUs are payable upon a separation from service and such payment would result in the imposition of any individual income tax and late interest charges imposed under Section 409A of the Code, the settlement and payment of such awards shall instead be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any separate payment or benefit under all of the payments described in this Award Agreement will be exempt from or otherwise shall not be deemed “nonqualified deferred compensation” subject to comply with Section 409A of the Code and makes no undertaking to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to preclude Section 409A of the Code from applying to any such payment. The Participant shall be made upon a termination solely responsible for the payment of employment any taxes and penalties incurred under this Agreement may only be made upon the Executive’s “separation from service” from the Company.Section 409A.

Section 409A. Any payments under this Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, the payment of consideration, compensation, and benefits pursuant to this Agreement shall be interpreted and administered in a manner intended to avoid the imposition of additional taxes under Section 409A. Notwithstanding any provision to the contrary in this Agreement or otherwise, no payment or distribution under this Agreement or otherwise that constitutes an item of “deferred compensation” under Section 409A and becomes payable by reason of the termination of the Employee's employment hereunder shall be made to the Employee unless and until the termination of the Employee's employment constitutes a “separation from service” (as such term is defined in Section 409A). In addition, no such payment or distribution of deferred compensation or shall be made to the Employee prior to the earlier of (a) the expiration of the six (6) month period (the “Six Month Period”) measured from the date of the Employee's “separation from service” (as such term is defined in Section 409A), and (b) the date of the Employee's death, if the Employee is deemed at the time of such separation from service to be a “specified employee” within the meaning of that term under Section 409A (the “Six Month Delay”) and if such delayed commencement is otherwise required to avoid an “additional tax” under section 409A(a)(1)(B) of the Code. All payments and benefits that are delayed pursuant to the immediately preceding sentence shall be paid to the Executive during the Employee in a lump sum upon expiration of such six (6)-month 6) month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date if earlier, upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s Employee's death). Notwithstanding the foregoing provisions, the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of and the Code Six Month Delay to the extent provided in the exceptions in Treasury Regulation Section section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or and (b)(9) and any other applicable exception or provision of under Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment Further, each individual installment payment that becomes payable under this Agreement may only and each payment of the Severance Pay or if applicable, the CIC Severance Pay shall be made upon a “separate payment” under Section 409A. Specifically, to the Executive’s extent the provisions of Treasury Regulation section 1.409A-1(b)(9) are applicable to the Severance Pay or if applicable, the CIC Severance Pay, the portion of such severance pay set forth in respectively, subsection 7(a)(i) or subsection 7(e)(i) above that is less than the limit prescribed under Treasury Regulation section 1.409A-1(b)(9)(iii)(A) (or any successor provision) (the “separation from service” from Separation Pay Amount”) shall be payable to the CompanyEmployee in the manner prescribed in subsection 7(a)(i) or subsection 7(e)(i), as applicable, without regard to the Six Month Delay. Following the Six Month Delay, (1) to the extent applicable, the Employee shall receive a lump sum cash payment equal to the Severance Pay or CIC Severance Pay, as applicable, he otherwise would have received during the Six Month Period (absent the Six Month Delay) less the Separation Pay Amount and (2) the Employee shall receive the remainder of his Severance Pay or CIC Severance Pay, as applicable, in the manner prescribed by subsection 7(a) or subsection 7(e), as applicable.

Section 409A. Any payments under (i) If any provision of this Agreement subject (or of any award of compensation, including equity compensation or benefits) would cause the Employee to incur any additional tax or interest under Section 409A of the Internal Revenue Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends1986, as necessary amended (the “Code”) or any regulations or Treasury guidance promulgated thereunder, the Company shall reform such provision to comply with Section 409A of the Code; provided, that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Employee of the applicable provision without violating the provisions of Section 409A of the Code. (ii) Notwithstanding anything any provision to the contrary in this Agreement, no compensation if the date of any payment or benefits the commencement of any installment payments payable under this Agreement must be delayed for six months in order to meet the requirements of Section 409A(a)(2)(B) of the Code applicable to “specified employees”, then any such payment or payments shall not be paid made or provided (subject to the Executive during last sentence hereof) prior to the earlier of (A) the expiration of the six (6)-month month period following measured from the Executivedate of the Employee’s “separation from service” from the Company (within the meaning of as such term is defined in Treasury Regulations issued under Code Section 409A of the Code, a “Separation from Service”409A) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i(B) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service the Employee’s death (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result the “Delay Period”). Upon the expiration of the Executive’s death)Delay Period, the Company shall pay the Executive a lump-sum amount equal all payments and benefits delayed pursuant to the cumulative amount that this Section 15(d) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive during Employee in a lump sum, and any remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Code Section 409A upon or following a termination of employment unless such period. Any termination is also a “separation from service” within themeaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) (a) All expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee; (b) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (c) the right to a series reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. (v) For purposes of Code Section 409A, the Employee’s right to receive any installment payments pursuant to this Agreement is to shall be treated as a right to receive a series of separate and distinct payments. To the extent permitted under Section 409A of the Code, any separate Whenever a payment or benefit under this Agreement or otherwise specifies a payment period with reference to a number of days (e.g., “payment shall not be deemed “nonqualified deferred compensation” subject to Section 409A made within thirty (30) days following the date of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4termination”), Section 1.409A-1(b)(9) or any other applicable exception or provision the actual date of Section 409A. All payments payment within the specified period shall be within the sole discretion of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company.

Section 409A. Any The intent of the parties is that payments and benefits under this Award Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of Code to the Codeextent subject thereto, and, accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement, Award Agreement and no compensation or benefits payment shall be paid due to the Executive during Participant under this Award Agreement on account of a separation from service until the six (6)-month period following the Executive’s “Participant would be considered to have incurred a "separation from service” " from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated . Any payments described in this Award Agreement would be a prohibited distribution under that are due within the "short-term deferral period" as defined in Section 409A(a)(2)(B)(i) 409A of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company Code shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to not be treated as a right deferred compensation unless applicable law requires otherwise. Notwithstanding anything to a series of separate payments. To the contrary in this Award Agreement, to the extent permitted that any RSUs are payable upon a separation from service and such payment would result in the imposition of any individual income tax and late interest charges imposed under Section 409A of the Code, the settlement and payment of such awards shall instead be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any separate payment or benefit under all of the payments described in this Award Agreement will be exempt from or otherwise shall not be deemed “nonqualified deferred compensation” subject to comply with Section 409A of the Code and makes no undertaking to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to preclude Section 409A of the Code from applying to any such payment. The Participant shall be made upon a termination solely responsible for the payment of employment any taxes and penalties incurred under this Agreement may only be made upon the Executive’s “separation from service” from the Company.Section 409A.

Section 409A. Any If Executive becomes eligible for payments under this Agreement subject to on account of his “separation from service,” within the meaning of Section 409A of the Code that are subject to execution of and Executive is a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from servicespecified employee” from the Company (within the meaning of Section 409A of the Code, a as determined by Company, any portion of the payments that either do not qualify under the “Separation short-term deferral rule” or exceed two times the lesser of (A) Executive’s “annualized compensation” for the calendar year preceding Executive’s separation from Service”) if the Company determines that paying such amounts at the time or times indicated service (in this Agreement would be a prohibited distribution each case, as those terms are defined under Section 409A(a)(2)(B)(i409A of the Code), or (B) the maximum amount that may be taken into account under Section 401(a)(17) of the Code. If Code for the payment of any such amounts is delayed as a result year in which Executive’s separation from service occurs, and which are not otherwise exempt from Section 409A of the previous sentenceCode, then on shall be accrued, without interest, and its payment delayed until the first day of the seventh month following Executive’s separation from service, or if earlier, Executive’s death, at which point the date of Separation from Service (or such earlier date upon which such accrued amount can will be paid in a single, lump sum cash payment. Furthermore, Company shall not be required to make, and Executive shall not be required to receive, any severance or other payment or benefit under this Agreement at such time as the making of such payment or the provision of such benefit or the receipt thereof shall result in a tax to Executive arising under Section 409A without resulting in a prohibited distributionof the Code. The preceding provisions, including however, shall not be construed as a result guarantee by Company of any particular tax effect to Executive under this Agreement. The parties agree that for purposes of Section 409A of the Executive’s death)Code, the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been severance amounts payable to the Executive during such period. Any right to a series of installment payments pursuant to under this Agreement is to shall be treated as a right to a series of separate payments. To the extent permitted under This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Agreement shall be administered, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to interpreted and construed in a manner consistent with Section 409A of the Code Code. Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision provisions of Section 409A. All payments 409A of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the CompanyCode.

Section 409A. Any With respect to the payments provided under this Agreement subject to Section 409A 8(b)(ii) upon termination of the Code that are subject to execution Executive’s employment (the “Cash Severance Amount”), the Executive’s employment shall be treated as terminated if the termination meets the definition of a waiver and release which may be executed and/or revoked “separation from service” as set forth in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Treasury Regulation Section 409A of the Code1.409A-1(h)(l). Notwithstanding anything to the contrary contained in this Agreement, no compensation or benefits shall be paid to if (a) the Executive during the six (6)-month period following the Executive’s is a “separation from servicespecified employee” from the Company (within the meaning of Treasury Regulation Section 1.409A-1(i), and (b) any portion of any severance amount payable under Section 8(b)(ii) hereof does not qualify for exemption from Section 409A of the CodeCode under the short-term deferral exception to deferred compensation of Treasury Regulation Section 1.409A-1(b)(4) or any other basis for exemption under Treasury Regulation Section 1.409A, a “Separation from Service”) if the Company determines that paying then payments of such amounts at the time or times indicated in this Agreement would be a prohibited distribution under that are not exempt from Section 409A(a)(2)(B)(i) 409A of the Code. If Code shall be made in accordance with the payment terms of any such amounts is delayed as a result this Agreement, but in no event earlier than the first to occur of (i) the day after the six-month anniversary of the previous sentenceExecutive’s termination of employment, then or (ii) the Executive’s death. Any payments delayed pursuant to the prior sentence shall be made in a lump sum on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result termination of the Executive’s death)employment, and the Company shall will pay the Executive remainder of such payments, if any, on and after the first day of the seventh month following the date of termination of the Executive’s employment at the time(s) and in the form(s) provided by the applicable section(s) of this Agreement. Each payment of any severance amount payable under Section 8(b)(ii) hereof shall be considered a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to “separate payment” and not one of a series of installment payments pursuant to this Agreement is to be treated as a right to a series for purposes of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under . This Section 9 shall be interpreted to apply to applicable Code and Regulations that are applicable to this Agreement and the payments to be made hereunder so that if Section 409A no longer remains applicable to this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under hereunder this Agreement may only be made upon the Executive’s “separation from service” from the CompanySection shall cease to apply.

Section 409A. Any payments under This Agreement is intended to comply with, or be exempt from, Code Section 409A (to the extent applicable) and the parties hereto agree to interpret this Agreement in the least restrictive manner consistent therewith. Without limiting the generality of the foregoing, severance pay pursuant to Sections 7(d), 7(e), or 7(g) constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus, to the extent of payments made from the date of termination of Executive’s employment through March 15 of the calendar year following such termination, such payments are intended to constitute “short-term deferral” under Section 1.409A-1(b)(4) of the Treasury Regulations. To the extent that severance payments or benefits are made following said March 15, they are intended to be payable upon an “involuntary separation from service” pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision. Notwithstanding any other provisions of this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement or otherwise would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after Executive’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit shall not be paid (or commence) during the six-month period immediately following Executive’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Executive in a lump-sum cash payment on the earlier of (i) the first regular payroll date of the Code that are seventh month following Executive’s separation from service or (ii) the 10th business day following Executive’s death (but not earlier than such payments otherwise would have been made). In addition, no reimbursement or in-kind benefit shall be subject to execution of a waiver liquidation or exchange for another benefit and release which may the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be executed and/or revoked provided, in a subsequent calendar year. Any reimbursement to which Executive is entitled hereunder shall be made no later than the last day of the calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Codeexpenses were incurred. Notwithstanding anything herein to the contrary in this Agreementcontrary, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from neither the Company (within the meaning nor any of Section 409A of the Code, a “Separation from Service”) its affiliates shall have any liability to Executive or to any other person or entity if the Company determines that paying such amounts at the time or times indicated payments and benefits provided in this Agreement would that are intended to be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation exempt from Service (or such earlier date upon which such amount can be paid under compliant with Code Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment are not so exempt or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Companycompliant.

Section 409A. Any payments All amounts payable under this Agreement subject are intended to comply with the “short term deferral” exception from Section 409A of the Internal Revenue Code (“Section 409A”) specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision) or the “separation pay plan” exception specified in Treas. Reg. § 1.409A-1(b)(9) (or any successor provision), and shall be interpreted in a manner consistent with those exceptions. Notwithstanding the foregoing, to the extent that any amounts payable in accordance with this Agreement are subject to execution of Section 409A, both this Agreement shall be interpreted and administered in such a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such way as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary maximum extent possible. To the extent that this Agreement is subject to Section 409A and fails to comply with Section 409A, the Company reserves the right (without any obligation to do so) to amend restructure, terminate or replace the Agreement in order to cause the Agreement either to comply with Section 409A or not be subject to Section 409A. Each installment payment of compensation under this AgreementAgreement shall be treated as a separate payment of compensation for purposes of applying Section 409A. If payment of any amount subject to Section 409A is triggered by a separation from service that occurs while the Employee is a “specified employee” (as defined by Section 409A), no compensation or benefits and if such amount is scheduled to be paid within six (6) months after such separation from service, the amount shall accrue without interest and shall be paid to the Executive during first business day after the six (6)-month period end of such six-month period, or, if earlier, within 15 days after the appointment of the personal representative or executor of the Employee’s estate following the ExecutiveEmployee’s death. “Termination of employment,” “resignation” or words of similar import, as used in this Agreement shall mean, with respect to any payments subject to Section 409A, the Employee’s “separation from service” from the Company (within the meaning of as defined by Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. 409A. If the any payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A is contingent on the delivery of a release by an Employee and could occur in either of two years, the Code to the extent provided payment will occur in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or later year. If any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation payment subject to Section 409A to be made upon is contingent on the delivery of a termination release by an Employee and delivery could occur in either of employment two years, the payment will occur in the later year. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may only be made upon incurred by the Executive’s “separation from service” from the Company.Employee on account of non-compliance with Section 409A.

Section 409A. Any payments under Notwithstanding anything to the contrary in this Agreement subject or elsewhere, if the Executive is a “specified employee” as determined pursuant to Section 409A as of the Code date of the Executive’s “separation from service” as determined in accordance with Section 409A (“Separation From Service”) and if any payment or benefit provided for in this Agreement or otherwise both (x) constitutes a “deferral of compensation” within the meaning of Section 409A and (y) cannot be paid or provided in the manner otherwise provided without subjecting the Executive to additional tax, interest or penalties under Section 409A, then any such payment or benefit that are subject is payable during the first six months following the Executive’s Separation From Service shall be paid or provided to execution of a waiver and release which may be executed and/or revoked the Executive in a cash lump-sum, without interest, on the first business day of the seventh calendar year month following the calendar year month in which the Executive’s Separation From Service occurs. In addition, any payment event (such as or benefit due upon a termination of employment) occurs shall commence payment only in the calendar year in which Executive’s employment that represents a “deferral of compensation” within the consideration period or, if applicable, release revocation period ends, as necessary to comply with meaning of Section 409A shall only be paid or provided to the Executive upon a Separation From Service and any reference a payment or providing a benefit following termination of employment (or the Codedate of termination) shall be deemed for this purpose to be a payment or the provision of a benefit following a Separation From Service. Notwithstanding anything to the contrary in this Agreement, no compensation Section 4 or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Codeelsewhere, any separate payment or benefit under this Agreement Section 4, or otherwise otherwise, that is exempt from Section 409A pursuant to Final Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second taxable year of the Executive following the taxable year of the Executive in which the Separation From Service occurs; and provided further that such expenses are reimbursed no later than the last day of the third taxable year following the taxable year of the Executive in which the Separation From Service occurs. Additionally, for the purposes of this Agreement, amounts payable under this Section 4 shall be deemed not to be a “nonqualified deferred deferral of compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii), Section 1.409A-1(b)(9) or any and other applicable exception or provision provisions of Treasury Regulation Section 1.409A-1 through A-6 and each payment hereunder shall be deemed to be a “separate payment” (including, without limitation, each installment payment under Section 4.2.1(a)) for purposes of Section 409A. All payments 409A (including for purposes of nonqualified deferred compensation subject application of these exemptions). Notwithstanding the foregoing, neither the Company nor any of its Affiliates or their respective directors, officers, employees or agents shall be liable to Section 409A to be made upon a termination of employment the Executive if any amount payable or provided under this Agreement may only be made upon or otherwise is subject to any taxes, penalties or interest as a result of the Executive’s “separation from service” from the Company.application of Section 409A.

Section 409A. Any payments under this Agreement A payment of any amount or benefit that is (i) subject to Section 409A 409A, and (ii) to be made because of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs employment shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall not be paid to the Executive during the six (6)-month period following the Executive’s “made unless such termination is also a "separation from service” from the Company (" within the meaning of Section 409A and the regulations promulgated thereunder and, for purposes of any such provision of the CodeAgreement, references to a “Separation "termination," "termination of employment" or like terms shall mean "separation from Service”) service" within the meaning of Section 409A. Notwithstanding the foregoing, for purposes of determining the amount to be paid to Employee, the date of termination of employment shall be used to determine such amount, regardless of whether such termination is a "separation from service" within the meaning of Section 409A. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that paying such amounts at the time or times indicated in this Agreement would be of Employee's "separation from service" Employee is a prohibited distribution "specified employee" (as defined under Section 409A(a)(2)(B)(i) 409A), then to the extent that any amount to which Employee is entitled in connection with his separation from service is subject to Section 409A, payments of the Code. If the payment of any such amounts is delayed as to which Employee would otherwise be entitled during the six (6) month period following the separation from service will be accumulated and paid in a result lump sum on the earlier of the previous sentence, then on (i) the first day of the seventh month following after the date of Separation the separation from Service service, or (ii) the date of Employee's death. This paragraph shall apply only to the extent required to avoid Employee's incurrence of any additional tax or such earlier date upon which such amount can be paid interest under Section 409A without resulting in a prohibited distribution, including as a result or any regulations or Treasury guidance promulgated thereunder. Notwithstanding any provision of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal this Agreement to the cumulative amount that would have otherwise been payable contrary, to the Executive during such period. Any right to a series extent that any payment under the terms of installment payments pursuant to this Agreement is to be treated as a right to a series would constitute an impermissible acceleration or deferral of separate payments. To the extent permitted payments under Section 409A or any regulations or Treasury guidance promulgated thereunder, or under the terms of any applicable plan, program, arrangement or policy of the CodeEmployer, such payments shall be made no earlier or later than at such times allowed under Section 409A or the terms of such plan, program, arrangement or policy. If any separate payment or benefit under provision of this Agreement (or otherwise shall not be deemed “nonqualified deferred of any award of compensation” subject ) would cause Employee to incur any additional tax or interest under Section 409A or any regulations or Treasury guidance promulgated thereunder, the Employer may reform such provision; provided that the Employer shall (i) maintain, to the maximum extent practicable, the original intent of the Code applicable provision without violating the provisions of Section 409A and (ii) notify and consult with Employee regarding such amendments or modifications prior to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or effective date of any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Companysuch change.

Section 409A. Any payments All amounts payable under this Agreement subject are intended to comply to the maximum extent possible with the "short term deferral" exception from Section 409A of the Internal Revenue Code ("Section 409A") specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision) or the "separation pay plan" exception specified in Treas. Reg. § 1.409A-1(b)(9) (or any successor provision), or both of them, and shall be interpreted in a manner consistent with the applicable exceptions. Notwithstanding the foregoing, to the extent that any amounts payable in accordance with this Agreement are subject to execution of Section 409A, this Agreement shall be interpreted and administered in such a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such way as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no maximum extent possible. Each installment payment of compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in under this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” of compensation for purposes of applying Section 409A. If payment of any amount subject to Section 409A is triggered by a separation from service that occurs while you are a "specified employee" (as defined by Section 409A), and if such amount is scheduled to be paid within six (6) months after such separation from service, the amount shall accrue without interest and shall be paid the first business day after the end of such six-month period, or, if earlier, within 15 days after the appointment of the Code personal representative or executor of your estate following your death. "Termination of employment," "resignation" or words of similar import, as used in this Agreement shall mean, with respect to the extent provided in the exceptions in Treasury Regulation any payments subject to Section 1.409A-1(b)(4)409A, Section 1.409A-1(b)(9) or any other applicable exception or provision of your "separation from service" as defined by Section 409A. All payments of nonqualified deferred compensation If any payment subject to Section 409A is contingent on the delivery of a release by you and could occur in either of two years, the payment will occur in the later year. Nothing in this Agreement shall be construed as a guarantee of any particular tax treatment to you. You shall be made upon a termination of employment solely responsible for the tax consequences with respect to all amounts payable under this Agreement, and in no event shall the Company have any responsibility or liability if this Agreement may only be made upon the Executive’s “separation from service” from the Company.does not meet any applicable requirements of Code section 409A.

Section 409A. Any With respect to the payments under provided by this Agreement subject to Section 409A upon termination of the Code that are subject Executive’s employment (the “Cash Severance Amount”), in the event the aggregate portion of the Cash Severance Amount payable during the first six months following the date of termination of the Executive’s employment would exceed an amount (the “Minimum Amount”) equal to execution two times the lesser of a waiver and release which may be executed and/or revoked (i) the Executive’s annualized compensation as in a calendar year following effect for the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in immediately preceding the calendar year in during which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s termination of employment occurs, or (ii) the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “separation from service” from Code”) for the Company (within calendar year during which the meaning Executive’s termination of employment occurs, then, to the extent necessary to avoid the imposition of additional income taxes or penalties or interest on the Executive under Section 409A of the Code, a “Separation from Service”(x) if the Company determines that paying such amounts Employer shall pay during the first six months following the date of termination of the Executive’s employment, at the time or times indicated time(s) and in the form(s) provided by the applicable sections of this Agreement would be Agreement, a prohibited distribution under Section 409A(a)(2)(B)(i) portion of the Code. If Cash Severance Amount equal to the payment of any such amounts is delayed as a result Minimum Amount, and (y) the Employer shall accumulate the portion of the previous sentenceCash Severance Amount that exceeds the Minimum Amount and that the Executive would otherwise be entitled to receive during the first six months following the date of termination of the Executive’s employment and shall pay such accumulated amount to the Executive in a lump sum on the first day of the seventh month following the xxxx of termination of the Executive’s employment, then and (z) the Employer shall pay the remainder of the Cash Severance Amount, if any, on and after the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result termination of the Executive’s death), employment at the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided time(s) and in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9form(s) or any other provided by the applicable exception or provision section(s) of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the CompanyAgreement.”

Section 409A. Any payments under Notwithstanding anything to the contrary in this Agreement subject or elsewhere (except for Section 3(d) of this Agreement), if the Executive is a “specified employee” as determined pursuant to Section 409A as of the Code that are subject to execution date of the Separation From Service and if any payment, benefit or entitlement provided for in this Agreement or otherwise both (x) constitutes a waiver “deferral of compensation” within the meaning of Section 409A and release which may (y) cannot be executed and/or revoked paid or provided in a calendar year manner otherwise provided herein or otherwise without subjecting the Executive to additional tax, interest or penalties under Section 409A, then any such payment, benefit or entitlement that is payable during the first six months following the Executive’s Separation From Service shall be paid or provided to the Executive in a cash lump-sum on the earlier of the Executive’s death or the first business day of the seventh calendar year month following the month in which the payment event (such as Executive’s Separation From Service occurs. In addition, any payment, benefit or entitlement due upon a termination of employmentthe Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A (other than any payment due pursuant to Section 3(d) occurs of this Agreement) shall commence only be paid or provided to Executive upon a Separation From Service, in which case any reference to “Date of Termination” in connection with such payment, benefit or entitlement shall be deemed to be a reference to “Separation From Service”, and the actual payment only date within the time specified in the calendar year in which applicable provision of Section 5 shall be within the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the CodeCompany’s sole discretion. Notwithstanding anything to the contrary in this AgreementSection 5 or otherwise, any payment or benefit under this Section 5 or otherwise which is exempt from Section 409A pursuant to Final Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to the Executive only to the extent the expenses are not incurred or the benefits are not provided beyond the last day of the second taxable year of the Executive following the taxable year of the Executive in which the Separation From Service occurs; and provided further that the Company reimburses such expenses no compensation later than the last day of the third taxable year following the taxable year of the Executive in which the Separation From Service occurs. Finally, to the extent that the provision of any benefit pursuant to Section 5(a)(vi) or benefits Section 5(d)(vi) hereof is taxable to the Executive, any such reimbursement shall be paid to the Executive during on or before the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first last day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), taxable year following the Company shall pay taxable year in which the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during expense is incurred and such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise reimbursement shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) liquidation or exchange for any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Companybenefit.

Section 409A. Any payments under this Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employmenta) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything any provision to the contrary in this Agreement, no compensation the Corporation shall delay the commencement of payments or benefits shall be paid coverage to which the Executive during would otherwise become entitled under the six Agreement in connection with the Executive’s termination of employment until the earlier of (6)-month i) the expiration of the six- month period following measured from the date of the Executive’s “separation from service” from with the Company Corporation (as such term is defined in Treasury Regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) or (ii) the date of the Executive’s death, if the Corporation in good faith determines that the Executive is a “specified employee” within the meaning of that term under Code Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated of such separation from service and that such delayed commencement is otherwise required in this Agreement would be order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i409A(a)(2) of the Code. If Upon the payment of any such amounts is delayed as a result expiration of the previous sentenceapplicable Code Section 409A(a)(2) deferral period, then on the first day of the seventh month following the date of Separation from Service all payments and benefits deferred pursuant to this section (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that 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 during such periodin a lump sum, and any remaining payments and benefits due under the Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Any right If a benefit subject to a series the delayed payment rules of installment payments pursuant to this Agreement section is to be treated as a right provided other than by the payment of money to a series the Executive, then continuation of separate payments. To such benefit during the extent permitted under Section 409A deferral period is conditioned on pre-payment by the Executive to the Corporation of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A full taxable value of the Code benefit and following the end of the deferral period, the Corporation shall repay the Executive for the payments made by the Executive pursuant to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision terms of Section 409A. All payments this sentence which would otherwise not have been required of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company.

Section 409A. Any With respect to the payments provided under paragraph 2(A)(ii) of this Agreement subject to Agreement, the Executive’s employment shall be treated as terminated if the termination meets the definition of “separation from service” as set forth in Treasury Regulation Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code1.409A-1(h)(l). Notwithstanding anything to the contrary contained in this Agreement, no compensation or benefits shall be paid to if (a) the Executive during the six (6)-month period following the Executive’s is a “separation from servicespecified employee” from the Company (within the meaning of Treasury Regulation Section 1.409A-1(i), and (b) any portion of any severance amount payable under paragraph 2(A)(ii) hereof does not qualify for exemption from Section 409A of the CodeCode under the short-term deferral exception to deferred compensation of Treasury Regulation Section 1.409A-1(b)(4) or any other basis for exemption under Treasury Regulation Section 1.409A, a “Separation from Service”) if the Company determines that paying then payments of such amounts at the time or times indicated in this Agreement would be a prohibited distribution under that are not exempt from Section 409A(a)(2)(B)(i) 409A of the Code. If Code shall be made in accordance with the payment terms of any such amounts is delayed as a result this Agreement, but in no event earlier than the first to occur of (i) the day after the six-month anniversary of the previous sentenceExecutive’s termination of employment, then or (ii) the Executive’s death. Any payments delayed pursuant to the prior sentence shall be made in a lump sum on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result termination of the Executive’s death)employment, and the Company shall will pay the Executive remainder of such payments, if any, on and after the first day of the seventh month following the date of termination of the Executive’s employment at the time(s) and in the form(s) provided by the applicable section(s) of this Agreement. Each payment of any severance amount payable under paragraph 2(A)(ii) hereof shall be considered a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to “separate payment” and not one of a series of installment payments pursuant to this Agreement is to be treated as a right to a series for purposes of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under . This paragraph 7 shall be interpreted to apply to applicable Code and Regulations that are applicable to this Agreement and the payments to be made hereunder so that if Section 409A no longer remains applicable to this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under hereunder this Agreement may only be made upon the Executive’s “separation from service” from the Companyparagraph shall cease to apply.

Section 409A. Any payments This Agreement shall be interpreted to avoid any penalty sanctions under this Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation If any payment or benefits shall benefit cannot be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts provided or made at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A specified herein without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted incurring sanctions under Section 409A of the Code, any separate then such benefit or payment or benefit under this Agreement or otherwise shall be provided in full at the earliest time thereafter when such sanctions will not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. imposed. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment or date of termination under this Agreement may only will be made upon a Separation from Service. For purposes of Section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. In no event may the Executive, directly or indirectly, designate the calendar year of payment. To the maximum extent permitted under Section 409A of the Code and its corresponding regulations, the Severance Benefits are intended to meet the requirements of the short-term deferral exemption under Section 409A of the Code and the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii). However, if the Severance Benefits do not qualify for such exemptions at the time of the Separation from Service and therefore are deemed as deferred compensation subject to the requirements of Section 409A of the Code, then if the Executive is a “specified employee” under Section 409A of the Code on the date of the Separation from Service, notwithstanding any other provision of this Agreement, payment of Severance Benefits under this Agreement shall be delayed for a period of six months from the date of the Separation from Service if required by Section 409A of the Code. The accumulated postponed amount shall be paid in a lump sum payment within 15 days after the end of the six-month period. If the Executive dies during the postponement period prior to payment of the postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the Executive’s “separation from service” from estate within 15 days after the Companydate of the Executive’s death. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be 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, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. Any payments under this (a) This Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary 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 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 contrary, if required by section 409A of the Code, if the Executive is considered a “specified employee” for purposes of section 409A of the Code and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to section 409A of the Code, payment of such amounts shall be delayed as required by section 409A of the Code, and the accumulated amounts shall be paid in this Agreementa 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 benefits, no compensation or benefits the amounts withheld on account of section 409A of the Code shall be paid to the Executive during the six (6)-month period following personal representative of the Executive’s “separation from service” from the Company (estate within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following 60 days after the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9(b) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s a “separation from service” from under section 409A of the CompanyCode. For purposes of section 409A of the Code, each payment hereunder shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. 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, to the extent required by section 409A of the Code, 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. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code. 14.

Section 409A. Any payments This Agreement is intended to comply with, or otherwise be exempt from, Code Section 409A and the parties hereto agree to interpret this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company. However, the Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Executive, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to Executive pursuant to this Agreement. Notwithstanding any other provision of this Agreement to the contrary, if the Executive is a "specified employee" within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Executive’s "separation from service" (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement subject to shall not be paid (or commence) during the six-month period immediately following the Executive’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall instead be paid to the Executive during in a lump-sum on the earlier of (i) the date that is six (6)-month period 6) months and one (1) day following the Executive’s “separation from service or (ii) the 10th business day following the Executive’s death. If the Executive’s termination of employment hereunder does not constitute a "separation from service” from the Company (" within the meaning of Code Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence409A, then any amounts payable hereunder on the first day account of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result termination of the Executive’s death)employment and which are subject to Code Section 409A shall not be paid until the Executive has experienced a "separation from service" within the meaning of Code Section 409A. For purposes of Code Section 409A, the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to under this Agreement is to shall be treated as a right to a series of separate payments. To In addition, no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and the extent permitted under Section 409A amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which the Executive is entitled hereunder shall be made no later than the last day of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of calendar year following the Code to the extent provided calendar year in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Companywhich such expenses were incurred.

Section 409A. It is the intention of the Parties that the payments and benefits to which the Executive could become entitled pursuant to this Release, as well as the termination of the Executive’s employment, comply with or are exempt from Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the “separation pay” exception or another exception under this Agreement subject to Section 409A of the Code shall be paid pursuant to the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Release shall be treated as a separate payment of compensation for purposes of Section 409A of the Code. In this regard, notwithstanding anything in this Release to the contrary, all cash amounts (and cash equivalents) that are subject to execution become payable under Section 3 on account of a waiver and release the Executive’s termination of employment which may is an “involuntary separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(n)) shall be executed and/or revoked in a calendar paid as provided under Section 3 and, any such amounts qualifying for the “short-term deferral” exception under Section 409A of the Code shall be paid no later than March 15 of the year following the calendar year in which the payment date of termination occurs (unless otherwise exempt from Section 409A of the Code). In the event the Parties determine that the terms of this Release do not comply with Section 409A of the Code, they will negotiate reasonably and in good faith to amend the terms of this Release such that they comply with, or are exempt from, Section 409A of the Code (in a manner that attempts to minimize the economic impact of such as a termination of employmentamendment on the Executive and the Company) occurs within the time period permitted by the applicable Treasury Regulations and in accordance with IRS Notice 2010-6 and other applicable guidance. All expenses or other reimbursements owed to the Executive under this Release shall commence payment only be for expenses incurred during the Executive’s lifetime or within ten years after his death, shall be payable in accordance with the calendar year Company’s policies in which effect from time to time, but in any event, to the consideration period or, if applicable, release revocation period ends, as necessary extent required in order to comply with Section 409A of the Code. Notwithstanding anything , and shall be made on or prior to the contrary last day of the taxable year following the taxable year in this Agreementwhich such expenses were incurred by the Executive. In addition, to the extent required in order to comply with Section 409A of the Code, no compensation such reimbursement or benefits expenses eligible for reimbursement in any taxable year shall be paid to in any way affect the Executive during the six (6)-month period following expenses eligible for reimbursement in any other taxable year and the Executive’s “right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. Notwithstanding any other provision of this Release, if (i) the Executive is to receive payments or benefits by reason of his separation from serviceservice (as such term is defined in Section 409A of the Code) other than as a result of his death, (ii) the Executive is a “specified employee” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if Code (as determined in accordance with the methodology established by the Company determines that paying such amounts at the time or times indicated as in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then effect on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death)separation from service) for the period in which the payment or benefit would otherwise commence, the Company shall pay and (iii) such payment or benefit would otherwise subject the Executive to any tax, interest or penalty imposed under Section 409A of the Code (or any regulation promulgated thereunder) if the payment or benefit would commence within six months of a lump-sum amount equal to termination of the cumulative amount Executive’s employment, then such payment or benefit will instead be paid, with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined as of the Separation Date, as provided below. Such payments or benefits that would have otherwise been payable required to be made during such six-month period will be paid to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated (or his estate, as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate case may be) in one lump sum payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code provided to the extent provided in Executive (or his estate, as the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9case may be) or any other applicable exception or provision on the earlier of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon (A) the first business day that is six months and one day after the Executive’s “separation from service” from service or (B) the Companyfifth business day following the Executive’s death. Thereafter, the payments and benefits will continue, if applicable, for the relevant period set forth in this Release, as the case may be.

Section 409A. Any payments under Notwithstanding anything to the contrary in this Agreement subject or elsewhere, if the Executive is a “specified employee” as determined pursuant to Section 409A as of the Code date of the Executive’s Separation From Service and if any payment or benefit provided for in this Agreement or otherwise both (x) constitutes a “deferral of compensation” within the meaning of Section 409A and (y) cannot be paid or provided in the manner otherwise provided without subjecting the Executive to additional tax, interest or penalties under Section 409A, then any such payment or benefit that are subject is payable during the first six months following the Executive’s Separation From Service shall be paid or provided to execution of a waiver and release which may be executed and/or revoked the Executive in a cash lump-sum, without interest, on the first business day of the seventh calendar year month following the calendar year month in which the Executive’s Separation From Service occurs. In addition, any payment event (such as or benefit due upon a termination of employment) occurs shall commence payment only in the calendar year in which Executive’s employment that represents a “deferral of compensation” within the consideration period or, if applicable, release revocation period ends, as necessary to comply with meaning of Section 409A of shall only be paid or provided to the CodeExecutive upon a Separation From Service (as defined above). Notwithstanding anything to the contrary in this Agreement, no compensation Section 5 or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Codeelsewhere, any separate payment or benefit under this Agreement Section 5, or otherwise otherwise, that is exempt from Section 409A pursuant to Final Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second taxable year of the Executive following the taxable year of the Executive in which the Separation From Service occurs; and provided further that such expenses are reimbursed no later than the last day of the third taxable year following the taxable year of the Executive in which the Separation From Service occurs. Additionally, for the purposes of this Agreement, amounts payable under Section 5 shall be deemed not to be a “nonqualified deferred deferral of compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii), Section 1.409A-1(b)(9) or any and other applicable exception provisions of Treasury Regulation Section 1.409A-1 through A-6. Notwithstanding the foregoing, neither the Company nor any of its subsidiaries, divisions, Affiliates, directors, officers, predecessors, successors, employees, agents or provision of Section 409A. All payments of nonqualified deferred compensation subject attorneys shall be liable to Section 409A to be made upon a termination of employment the Executive if any amount payable or provided under this Agreement may only be made upon or otherwise is subject to any taxes, penalties or interest as a result of the Executive’s “separation from service” from the Company.application of Section 409A.

Section 409A. Any payments under Notwithstanding anything to the contrary in this Agreement subject or elsewhere (except for Section 3(d) of this Agreement), if the Executive is a “specified employee” as determined pursuant to Section 409A as of the Code that are subject to execution date of the Separation From Service and if any payment, benefit or entitlement provided for in this Agreement or otherwise both (x) constitutes a waiver “deferral of compensation” within the meaning of Section 409A and release which may (y) cannot be executed and/or revoked paid or provided in a calendar year manner otherwise provided herein or otherwise without subjecting the Executive to additional tax, interest or penalties under Section 409A, then any such payment, benefit or entitlement that is payable during the first six months following the Executive’s Separation From Service shall be paid or provided to the Executive in a cash lump-sum on the earlier of the Executive’s death or the first business day of the seventh calendar year month following the month in which the payment event (such as Executive’s Separation From Service occurs. In addition, any payment, benefit or entitlement due upon a termination of employmentthe Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A (other than any payment due pursuant to Section 3(d) occurs of this Agreement) shall commence only be paid or provided to Executive upon a Separation From Service, in which case any reference to “Date of Termination” in connection with such payment, benefit or entitlement shall be deemed to be a reference to “Separation From Service”, and the actual payment only date within the time specified in the calendar year in which applicable provision of Section 5 shall be within the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the CodeCompany’s sole discretion. Notwithstanding anything to the contrary in this AgreementSection 5 or otherwise, any payment or benefit under this Section 5 or otherwise which is exempt from Section 409A pursuant to Final Treasury Regulation 1.409A-l(b)(9)(v)(A) or (C) shall be paid or provided to the Executive only to the extent the expenses are not incurred or the benefits are not provided beyond the last day of the second taxable year of the Executive following the taxable year of the Executive in which the Separation From Service occurs; and provided further that the Company reimburses such expenses no compensation later than the last day of the third taxable year following the taxable year of the Executive in which the Separation From Service occurs. Finally, to the extent that the provision of any benefit pursuant to Section 5(a)(vi) or benefits Section 5(d)(vi) hereof is taxable to the Executive, any such reimbursement shall be paid to the Executive during on or before the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first last day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), taxable year following the Company shall pay taxable year in which the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during expense is incurred and such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise reimbursement shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) liquidation or exchange for any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Companybenefit.

Section 409A. Any It is intended that the payments under and benefits to be provided pursuant to this Agreement subject to comply with or be exempt from Section 409A of the Internal Revenue Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends1986, as necessary amended, and the Treasury Regulations and IRS guidance thereunder (collectively referred to as “Section 409A”), and this Agreement shall be administered, interpreted, and construed accordingly. If and to the extent required to comply with Section 409A 409A, no payment or benefit required to be paid under this Agreement on account of termination of employment or services shall be made unless and until Executive incurs a “separation from service” within the meaning of Section 409A. In the case of any amounts payable under this Agreement that may be treated as payable in the form of “a series of installment payments”, as defined in Treasury Regulation Section 1.409A-2(b)(2)(iii), Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of such Treasury Regulation. If any paragraph of this Agreement provides for payment within a time period, the determination of when such payment shall be made within such time period shall be solely in the discretion of the CodeCompany, provided, however, that if any period for providing a release set forth above spans two calendar years, no payment shall be made until the second calendar year. Notwithstanding anything In the event that Executive is deemed to the contrary be a “specified employee” as determined pursuant to Section 409A and if any payment or benefit provided for in this AgreementAgreement or otherwise both (x) constitutes a “deferral of compensation” within the meaning of Section 409A and (y) cannot be paid or provided in the manner otherwise provided without subjecting Executive to additional tax, no compensation interest, or benefits penalties under Section 409A, then any such payment or benefit shall be paid to delayed until the Executive during earlier of (i) the date which is six (6)-month period following the 6) months after Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Codefor any reason other than death, a “Separation from Service”or (ii) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (death. The provisions set forth above shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty, or such earlier date upon which such amount can be paid under interest pursuant to Section 409A without resulting in a prohibited distribution, including as a result of 409A. Notwithstanding the Executive’s death)foregoing, the Company shall pay the Executive a lump-sum amount equal makes no representations or guarantees with respect to the cumulative amount that would have otherwise been payable to tax status of any of the Executive during such period. Any right to a series of installment payments or benefits set forth herein, including taxation pursuant to this Agreement Section 409A, and Executive acknowledges that Executive is solely responsible for any taxes that may be owed with respect to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon hereunder and shall hold the Executive’s “separation from service” from the CompanyCompany harmless for same.

Section 409A. Any payments under this Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. A. Notwithstanding anything any provision to the contrary in this AgreementAgreement (other than Part Five - 3.B below), no compensation payments, benefits or benefits reimbursements to which Executive otherwise becomes entitled under Part Three or Part Four of this Agreement (other than reimbursement of Coverage Costs during the applicable period of COBRA coverage) shall be paid made or provided to Executive prior to the Executive during the six earlier of (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”i) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day of the seventh month following the date of Executive’s Separation from Service or (or such earlier ii) the date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death, if Executive is deemed at the time of such Separation from Service to be a “specified employee” within the meaning of that term under Code Section 416(i) and the Corporation’s stock is publicly traded on an established securities market and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable deferral period, the Company shall pay the Executive a lump-sum amount equal all payments, benefits and reimbursements deferred pursuant to the cumulative amount that this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or made to the Executive during such period. Any right to in a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate lump sum, and any remaining payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit benefits and reimbursements due under this Agreement shall be paid or otherwise provided in accordance with the normal payment dates specified for them herein. If Executive is, at any time during the twelve-month period ending on the last day of any calendar year, deemed to be a “key employee” within the meaning of that term under Code Section 416(i), then Executive shall not be deemed “nonqualified deferred compensation” to be a specified employee subject to Section 409A the delayed payment provisions of this Part Five - 3.A for the period beginning on the April 1 of the Code to following calendar year and ending on the extent provided in March 31 of the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Companynext year thereafter.

Section 409A. Any payments under made by the Company pursuant to Sections 3(b)(ii), 3(b)(iii) and 3(b)(iv) of this Agreement subject to Section 409A of (except for unpaid annual short-term incentive compensation earned in the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following immediately preceding the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in Executive’s employment occurs, which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to Executive when paid to other similarly situated executives of the Executive during Company) shall be paid or commence on the six first payroll date occurring on or after the thirtieth (6)-month period 30th) day following the effective date of Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a (“Separation from ServiceSection 409A”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”). If For purposes of applying the payment provisions of any such amounts Section 409A to this Agreement, each separately identified amount to which Executive is delayed entitled under this Agreement shall be treated as a result of separate payment. In addition, to the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid extent permissible under Section 409A without resulting in a prohibited distribution409A, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a any series of installment payments pursuant to under this Agreement is to shall be treated as a right to a series of separate payments. To 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 its subsidiaries. If Executive is a “specified employee” within the meaning of Section 409A, then payments identified in Section 3(b) of this Agreement shall not commence until six (6) months following “separation from service” within the meaning of Section 409A to the extent permitted necessary to avoid the imposition of the additional twenty percent (20%) tax under Section 409A (and in the case of installment payments, the Codefirst 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) must be delayed for six (6) months pursuant to the preceding sentence, any separate payment or benefit under this Agreement or otherwise Executive shall not be deemed “nonqualified deferred compensation” subject entitled to Section 409A of additional compensation to compensate for such delay period. Upon the Code date such payment would otherwise commence, the Company shall reimburse Executive for such payments, to the extent provided in that such payments otherwise would have been paid by the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All Company had such payments of nonqualified deferred compensation subject to Section 409A to be made commenced upon a termination of employment under this Agreement may only be made upon the 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 reimbursements by the Company to Executive of any eligible expenses under this Agreement that are not excludable from Executive’s income for Federal income tax purposes (the Company.“Taxable Reimbursements”) shall be 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 expenses 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 does not make any representation to Executive that the payments or benefits provided under this Agreement are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to EAST\185198398.2 indemnify or hold harmless Executive or any beneficiary for any tax, additional 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 action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.

Section 409A. This Agreement shall be interpreted and applied in all circumstances in a manner that is consistent with the intent of the parties that, to the extent applicable, amounts earned and payable pursuant to this Agreement shall constitute short-term deferrals exempt from the application of Section 409A and, if not exempt, that amounts earned and payable pursuant to this Agreement shall not be subject to the premature income recognition or adverse tax provisions of Section 409A. Any payments to be made under this Agreement subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as upon a termination of employment) occurs employment shall commence payment only in the calendar year in which the consideration period or, be made if applicable, release revocation period ends, as necessary to comply with Section 409A such termination of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s employment constitutes a “separation from service” from under Section 409A. Notwithstanding the foregoing, the Company (within makes no representations that the meaning of payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A. Notwithstanding anything in the Agreement to the contrary, if the Employee is determined to be a “specified employee” (as defined in Section 409A) for the year in which Employee incurs a separation from service, any payment due under the Agreement that is not permitted to be paid on the date of such separation without the imposition of additional taxes, interest and penalties under Section 409A shall be paid on the first business day following the six-month anniversary of the CodeEmployee’s date of separation or, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Codeearlier, Employee’s death. If the payment of any such amounts is delayed as a result of period for considering and revoking the previous sentencerelease described in Section 9.B. spans two taxable years, then on payments will not commence until the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such periodsecond taxable year. Any right to a series payments in respect of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9clauses (v) or any other applicable exception or provision (vi) of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only 9.B. shall be made upon the Executive’s “separation from service” from expiration of the Company.maximum period to review and revoke the release referenced in Section 9.B.

Section 409A. Any payments under this Agreement subject This Agreement, including the right to receive Stock upon achievement of the Performance Criteria and satisfaction of the conditions in Section 1 above, is intended to be exempt from the requirements of section 409A of the Internal Revenue Code that are subject of 1986, as amended (the “Code”) pursuant to execution the short-term deferral exemption thereunder, and this Agreement, including the right to receive Stock upon the achievement of the Performance Criteria and satisfaction of the conditions in Section 1 above, shall be interpreted on a waiver and release which may be executed and/or revoked basis consistent with such intent. Notwithstanding any provision in a calendar year following this Agreement to the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period orcontrary, if applicable, release revocation period ends, the Grantee is a “specified employee” (as necessary to comply with Section defined in section 409A of the Code. Notwithstanding anything ) and it is necessary to postpone the contrary in commencement of any payments otherwise payable under this AgreementAgreement to prevent any accelerated or additional tax under section 409A of the Code, no compensation or benefits shall be paid to then the Executive during Company will postpone the six (6)-month payment until five days after the end of the six-month period following the ExecutiveGrantee’s “separation from service” from (as defined under section 409A of the Company (Code). If the Grantee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Grantee’s estate within 60 days after the meaning date of Section the Grantee’s death. The determination of who is a specified employee, including the number and identity of persons considered specified employees and the identification date, shall be made by the Committee in accordance with the provisions of sections 416(i) and 409A of the Code. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment. For purposes of section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in each payment under this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate paymentspayment. To This Agreement may be amended without the extent permitted under Section 409A consent of the Code, Grantee in any separate payment or benefit under this Agreement or otherwise shall not respect deemed by the Committee to be deemed “nonqualified deferred compensation” subject necessary in order to Section preserve compliance with section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company.law. BELGIUM

Section 409A. Any payments under this Agreement subject 29.1 Notwithstanding anything herein to Section 409A the contrary, if the Executive is deemed at the time of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a his termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply employment with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning to be a “specified employee” for purposes of Section 409A 409A(a)(2)(B)(i) of the Code, a “Separation from Service”) if then to the Company determines that paying such amounts at extent delayed commencement of any portion of the time or times indicated in termination benefits to which Executive is entitled under this Agreement would be is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If , such portion of Executive’s termination benefits shall not be provided to Executive prior to the payment earlier of any such amounts is delayed as a result (i) the expiration of the previous sentence, then on the first day of the seventh six-month following period measured from the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 29.1 shall be paid in a lump sum to the Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto). Notwithstanding the foregoing or any other provisions of this Agreement, the Company shall pay and Executive agree that, for purposes of the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted limitations on nonqualified deferred compensation under Section 409A of the Code, any separate each payment or benefit of compensation under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject treated as a right to receive a series separate and distinct payments of compensation for purposes of applying the Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the CompanyCode.

Section 409A. Any payments under Notwithstanding anything to the contrary in this Agreement subject or elsewhere, if the Executive is a “specified employee” as determined pursuant to Section 409A as of the Code date of the Executive’s Separation From Service and if any payment or benefit provided for in this Agreement or otherwise both (x) constitutes a “deferral of compensation” within the meaning of Section 409A and (y) cannot be paid or provided in the manner otherwise provided without subjecting the Executive to additional tax, interest or penalties under Section 409A, then any such payment or benefit that are subject is payable during the first six months following the Executive’s Separation From Service shall be paid or provided to execution of a waiver and release which may be executed and/or revoked the Executive in a cash lump-sum, without interest, on the first business day of the seventh calendar year month following the calendar year month in which the Executive’s Separation From Service occurs. In addition, any payment event (such as or benefit due upon a termination of employment) occurs shall commence payment only in the calendar year in which Executive’s employment that represents a “deferral of compensation” within the consideration period or, if applicable, release revocation period ends, as necessary to comply with meaning of Section 409A of shall only be paid or provided to the CodeExecutive upon a Separation From Service (as defined above). Notwithstanding anything to the contrary in this Agreement, no compensation Section 6 or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Codeelsewhere, any separate payment or benefit under this Agreement Section 6, or otherwise otherwise, that is exempt from Section 409A pursuant to Final Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second taxable year of the Executive following the taxable year of the Executive in which the Separation From Service occurs; and provided further that such expenses are reimbursed no later than the last day of the third taxable year following the taxable year of the Executive in which the Separation From Service occurs. Additionally, for the purposes of this Agreement, amounts payable under Section 6 shall be deemed not to be a “nonqualified deferred deferral of compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section Sections 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s (“separation from service” from the Company.short-term deferrals”) and

Section 409A. Any With respect to the payments under provided by this Agreement subject to Section 409A upon termination of the Code that are subject Executive’s employment (the “Cash Severance Amount”), in the event the aggregate portion of the Cash Severance Amount payable during the first six months following the date of termination of the Executive’s employment would exceed an amount (the “Minimum Amount”) equal to execution of a waiver and release which may be executed and/or revoked two times the lesser of: (i) the Executive’s annualized compensation as in a calendar year following effect for the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in immediately preceding the calendar year in during which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s termination of employment occurs, or (ii) the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “separation from service” from Code”) for the Company (within calendar year during which the meaning Executive’s termination of employment occurs, then, to the extent necessary to avoid the imposition of additional income taxes or penalties or interest on the Executive under Section 409A of the Code, a “Separation from Service”(x) if the Company determines that paying such amounts Employer shall pay during the first six months following the date of termination of the Executive’s employment, at the time or times indicated time(s) and in the form(s) provided by the applicable sections of this Agreement would be Agreement, a prohibited distribution under Section 409A(a)(2)(B)(i) portion of the Code. If Cash Severance Amount equal to the payment of any such amounts is delayed as a result Minimum Amount, and (y) the Employer shall accumulate the portion of the previous sentence, then Cash Severance Amount that exceeds the Minimum Amount and that the Executive would otherwise be entitled to receive during the first six months following the date of termination of the Executive’s employment and shall pay such accumulated amount to the Executive in a lump sum on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result termination of the Executive’s death)employment, and (z) the Company Employer shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A remainder of the CodeCash Severance Amount, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A if any, on and after the first day of the Code to seventh month following the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision date of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from employment at the Companytime(s) and in the form(s) provided by the applicable section(s) of this Agreement.

Section 409A. Any It is intended that this Agreement will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder) to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service,” or (ii) the date of his death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 10(o) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum together with interest at 1% above the prime rate (as reported in The Wall Street Journal, Eastern Edition), as in effect on the first day of the Delay Period, and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of this Agreement to the contrary, for purposes of Sections 5 and 8 above, Executive’s employment will be deemed to have terminated and the Employment Period will be deemed to have ended on the date of Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. No action or failure to act, pursuant to this Section 10(o) shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code Code. With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that are subject constitute deferred compensation for purposes of Section 409A of the Code, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to execution of be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a waiver and release which limit on the amount that may be executed and/or revoked in a reimbursed or paid if such limit is imposed on all participants), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the payment event expense was incurred, and (such as a termination of employmentiii) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A are to be made upon in installments, each such installment shall be deemed to be a termination separate payment for purposes of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company.Section 409A.

Section 409A. Any payments All amounts payable under this Agreement are intended to comply with the "short term deferral" exception from Section 409A of the Internal Revenue Code ('"Section 409A") specified in Treas. Reg.§409A-l(b)(4) (or any successor provision) or the separation pay Agreement exception specified in Treas. Reg.§409A-l(bX9) (or any successor provision), and shall be interpreted in a manner consistent with those exceptions. Notwithstanding the foregoing, to the extent that any amounts payable in accordance with this Agreement are subject to Section 409A, the Agreement shall be interpreted and administered in such a way as to comply with the applicable provisions of Section 409A to the maximum extent possible. To the extent that the Agreement is subject to Section 409A and fails to comply with the requirements of Section 409A, ITW or Affiliates reserve the right (without any obligation to do so) to amend or terminate the Agreement to comply with the applicable provisions of Section 409A or not be subject to Section 409A. If payment of any amount of "deferred compensation" (as defined under Section 409A ) is triggered by a separation from service that occurs while the employee is a "specified employee" (as defined under Section 409A) with respect to ITW or Affiliates, and if such amount is scheduled to be paid within six (6) months after such separation from service, the amount shall accrue without interest and shall be paid the first business day after the end of such six-month period, or, if earlier, within 15 days after the appointment of the personal representative or executor of the Employee's estate following the Employee's death. Each payment of compensation under the Agreement shall be treated as a separate payment of compensation for purposes of applying Section 409A. "Termination of employment,'' "resignation", "separation" or words of similar import, as used in this Agreement shall mean, with respect to any payments of deferred compensation subject to Section 409A of the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following Code, the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “employee's ''separation from service” from " as defined in Section 409A. We believe that you are, and continue to be, a key player in the Company (within the meaning of Section 409A success of the Code, a “Separation from Service”) if Business and will be instrumental in the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) successful completion of the Codecontemplated Transaction. If the payment of any such amounts is delayed as a result of the previous sentenceRegards, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such periodILLINOIS TOOL WORKS INC. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company.By: /s/ X. Xxxxx Xxxxx 5/1/13

Section 409A. Any payments under Notwithstanding anything to the contrary in this Agreement subject or elsewhere, if the Executive is a “specified employee” as determined pursuant to Section 409A as of the Code date of the Executive’s Separation From Service and if any payment or benefit provided for in this Agreement or otherwise both (x) constitutes a “deferral of compensation” within the meaning of Section 409A and (y) cannot be paid or provided in the manner otherwise provided without subjecting the Executive to additional tax, interest or penalties under Section 409A, then any such payment or benefit that are subject is payable during the first six months following the Executive’s Separation From Service shall be paid or provided to execution of a waiver and release which may be executed and/or revoked the Executive in a cash lump-sum, without interest, on the first business day of the seventh calendar year month following the calendar year month in which the Executive’s Separation From Service occurs. In addition, any payment event (such as or benefit due upon a termination of employment) occurs shall commence payment only in the calendar year in which Executive’s employment that represents a “deferral of compensation” within the consideration period or, if applicable, release revocation period ends, as necessary to comply with meaning of Section 409A of shall only be paid or provided to the CodeExecutive upon a Separation From Service (as defined above). Notwithstanding anything to the contrary in this Agreement, no compensation Section 6 or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Codeelsewhere, any separate payment or benefit under this Agreement Section 6, or otherwise otherwise, that is exempt from Section 409A pursuant to Final Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second taxable year of the Executive following the taxable year of the Executive in which the Separation From Service occurs; and provided further that such expenses are reimbursed no later than the last day of the third taxable year following the taxable year of the Executive in which the Separation From Service occurs. Additionally, for the purposes of this Agreement, amounts payable under Section 6 shall be deemed not to be a “nonqualified deferred deferral of compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans”) including the exception under subparagraph (iii), Section 1.409A-1(b)(9) or any and other applicable exception or provision provisions of Treasury Regulation Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company1.409A-1 through A-6.

Section 409A. Any payments under this The Agreement subject is intended to comply with the requirements of Section 409A of the Code that are subject to execution of a waiver or an exemption or exclusion therefrom and release which may shall in all respects be executed and/or revoked administered in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply accordance with Section 409A of the Code. Notwithstanding anything Within the time period permitted by the applicable Treasury Regulations, the Corporation may, in consultation with the Executive, modify the Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the contrary Executive, in this Agreement, no compensation or benefits shall be paid order to cause the Executive during provisions of the six (6)-month period following Agreement to comply with the Executive’s “separation from service” from the Company (within the meaning requirements of Section 409A of the Code, a “Separation from Service”) so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any provision to the contrary in the Agreement, if the Company determines that paying such amounts Executive is deemed at the time or times indicated in of 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 termination benefits to which Executive is entitled under this Agreement would be is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If , such portion of Executive’s termination benefits shall not be provided to Executive prior to the payment earlier of any such amounts is delayed as a result (a) the expiration of the previous sentence, then on the first day of the seventh six-month following period measured from the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from (as such term is defined in the CompanyTreasury Regulations issued under Section 409A of the Code) with the Corporation and the Parent Corporation or (b) the date of the Executive’s death (the “Delayed Payment Date”). Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period (including, without limitation, upon the Delayed Payment Date, where applicable), all payments deferred pursuant to this Section II.I shall be paid in a lump sum, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined as of the Severance of Employment to the Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein.

Section 409A. Any payments under Notwithstanding anything to the contrary contained in this Award Agreement, (A) this Award Agreement subject is intended to comply with or be exempt from Section 409A of the Code that are subject to execution of a waiver and release which may this Award Agreement and the Plan shall be executed and/or revoked interpreted in a calendar year following manner consistent with such intent, and any provisions of this Award Agreement or the calendar year in which Plan that would cause the payment event (such as a termination Award to fail to be exempt from or to satisfy the requirements for an effective deferral of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with compensation under Section 409A of the CodeCode shall have no force and effect, and (B) the exact payment date of the Additional Compensation (as defined below) (if any) shall be determined by the Company in its sole discretion (and the Participant shall not have a right to designate the time of payment). Any right under this Award Agreement to a series of installment payments shall be treated as a right to a series of separate payments. Notwithstanding anything to the contrary in this Award Agreement, no compensation or benefits amounts shall be paid to the Executive Participant under this Award Agreement during the six (6)-month period following the ExecutiveParticipant’s “separation from service” from the Company (within the meaning of Section 409A of the Code, ) to the extent that the Administrator determines that the Participant is a “Separation specified employee” (within the meaning of Section 409A of the Code) at the time of such separation from Service”) if the Company determines service and that paying such amounts at the time or times indicated in this Award Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day of the seventh month following the date end of Separation from Service such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s deathCode without being subject to such additional taxes), the Company shall pay to the Executive Participant in a lump-sum amount equal to the cumulative amount all amounts that would have otherwise been payable to the Executive Participant during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit six (6)-month period under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the CompanyAward Agreement.

Section 409A. Any This Agreement is intended to be interpreted and operated to the fullest extent possible so that the payments and benefits under this Agreement either shall be exempt from the requirements of Section 409A of the Code or, to the extent such payments are not exempt from Section 409A of the Code, such payments and benefits shall be interpreted and operated to comply with the requirements of Section 409A of the Code. Payments payable under this Agreement triggered by a termination of employment that are deferred compensation subject to (but not otherwise exempt from) Section 409A of the Code shall not be made unless such termination of employment constitutes a separation from service within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement to the contrary, if Frierott is a “specified employee” on the date of his separation from service within the meaning of Section 409A of the Code and Treasury Regulation 1.409A-1(h), payments and benefits payable under this Agreement due to a separation from service that are deferred compensation subject to (but not otherwise exempt from) Section 409A of the Code that are subject would otherwise be paid or provided during the six-month period commencing on the separation from service, will be deferred until the first day of the seventh month following the separation from service if such deferral is necessary to execution avoid the additional tax under Section 409A of the Code. In the case of a waiver and release which may series of payments, the first payment shall include the amounts Frierott would have been entitled to receive during the six-month waiting period. Each payment made under this Agreement shall be executed and/or revoked in a calendar year following the calendar year in which the payment event (such designated as a termination “separate payment” within the meaning of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything contained in this Agreement to the contrary in contrary, if any payment made pursuant to this Agreement, no Agreement is a substitute or replacement for a right to payment that constitutes nonqualified deferred compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if including, to the extent applicable, amounts payable under another plan or agreement between Frierott and the Company determines that paying or its subsidiaries, parents and affiliated entities, then any such amounts payment amount shall be paid at the time or times indicated and in this Agreement would be a prohibited distribution under the form as required by Section 409A(a)(2)(B)(i) 409A of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under required by Section 409A of the Code, any separate payment each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or otherwise in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to Frierott on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) liquidation or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Companyexchange for another benefit.

Section 409A. Any payments under this This Agreement subject and the Restricted Share Units granted hereunder are intended to comply with or be exempt from Section 409A of the Code and shall be construed and interpreted in a manner that are subject to execution is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of a waiver the Code. Notwithstanding the foregoing, the Company makes no representations that the Restricted Share Units provided under this Agreement comply with Section 409A of the Code and release which in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be executed and/or revoked in a calendar year following incurred by the calendar year in which the payment event (such as a termination Participant on account of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply non-compliance with Section 409A of the Code. Notwithstanding anything Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the contrary in this Agreement, no compensation or benefits actual date of payment within the specified period shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A sole discretion of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate paymentsCompany. To the extent permitted under Section 409A of the Code, any separate payment or benefit payments provided for under this Agreement or otherwise shall not be deemed are treated as “nonqualified deferred compensation” subject to Section 409A of the Code to Code, (a) if on the extent provided in date of the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the ExecutiveParticipant’s “separation from service” from (as defined in Treasury Regulation §1.409A-1(h)) with the Company, the Participant is a specified employee (as defined in Section 409A of the Code and Treasury Regulation §1.409A-1(i)), no payment constituting the “deferral of compensation” within the meaning of Treasury Regulation §1.409A-1(b) and after application of the exemptions provided in Treasury Regulation §§1.409A-1(b)(4) and 1.409A-1(b)(9)(iii) shall be made to the Participant at any time prior to the earlier of (i) the expiration of the six (6) month period following the Participant’s separation from service or (ii) the Participant’s death, and any such amounts deferred during such applicable period shall instead be paid in a lump sum to the Participant (or, if applicable, to the Participant’s estate) on the first payroll payment date following expiration of such six (6) month period or, if applicable, the Participant’s death, and (b) for purposes of conforming this Agreement to Section 409A of the Code, any reference to termination of employment, severance from employment, resignation from employment or similar terms shall mean and be interpreted as a “separation from service” (as defined in Treasury Regulation §1.409A-1(h)).

Section 409A. Any The Employer and the Employee intend that the payments under and benefits provided for in this Agreement subject to either be exempt from Section 409A of the Code that are subject to execution of a waiver and release which may Code, or be executed and/or revoked provided in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 4(h). In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Employee by Code Section 409A or damages for failing to comply with Section 409A. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 6(b) of this Agreement shall be paid or provided only at the time of a termination of the Employee’s employment that constitutes a “separation from service” from the Employer within the meaning of Section 409A of the Code and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Employee’s termination of employment with the Employer, the Employee is a “specified employee” as defined in Section 409A of the Code as determined by the Employer in accordance with Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Employer will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Employee) until the date that is at least six (6) months following the Employee’s termination of employment with the Employer (or the earliest date permitted under Section 409A of the Code), whereupon the Employer will pay the Employee a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Employee under this Agreement during the period in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. 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 Employee and, if timely submitted, reimbursement payments shall be promptly made to the Employee 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 Employee be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This Section shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Employee. Additionally, in the event that following the date hereof the Employer or the Employee reasonably determines that any compensation or benefits shall payable under this Agreement may be paid subject to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying Employer and the Employee shall work together to adopt such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series of installment payments pursuant amendments to this Agreement is 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 be treated as a right to a series of separate payments. To (x) exempt the extent permitted under Section 409A of the Code, any separate payment or benefit compensation and benefits payable under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to 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 extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision requirements of Section 409A. All payments 409A of nonqualified deferred compensation subject to Section 409A to be made upon a termination the Code and related Department of employment under this Agreement may only be made upon the Executive’s “separation from service” from the CompanyTreasury guidance.

Section 409A. Any payments This Agreement is intended to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A") with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. To the extent Executive would otherwise be entitled to any payment under this Agreement Agreement, or any plan or arrangement of the Company or its Affiliates, that constitutes a "deferral of compensation" subject to Section 409A of the Code and that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following 6) months beginning on the Date of Termination of Executive’s “separation from service” from 's employment would be subject to the Company Section 409A additional tax because Executive is a "specified employee" (within the meaning of Section 409A of and as determined by the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s deathCompany), the Company shall pay payment will be paid to Executive on the Executive a lump-sum amount equal to earlier of the cumulative amount that would have otherwise been payable to the Executive during such period. Any right to a series six (6) month anniversary of installment payments pursuant to this Agreement is to be treated as a right to a series his Date of separate paymentsTermination or death. To the extent permitted under Executive would otherwise be entitled to any benefit (other than a payment) during the six (6) months beginning on termination of Executive's employment that would be subject to the Section 409A additional tax, the benefit will be delayed and will begin being provided on the earlier of the Code, any separate first day following the six (6) month anniversary of Executive's Date of Termination or death. Any payment or benefit due upon a termination of employment that represents a "deferral of compensation" within the meaning of Section 409A shall be paid or provided only upon a "separation from service" as defined in Treas. Reg. ss. 1.409A-1(h). Each payment made under this Agreement or otherwise shall not be deemed “nonqualified deferred to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a "deferral of compensation” " subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation ss.ss. 1.409A-1(b)(4) ("short-term deferrals") and (b)(9) ("separatixx xxy plans," including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation ss. 1.409A-1 through A-6. Notwithstanding anything to the contrary in this Agreement or elsewhere, any payment or benefit under this Agreement or otherwise that is exempt from Section 1.409A-1(b)(4409A pursuant to Treasury Regulation ss. 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Executive's "separation from service" occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which Executive's "separation from service" occurs. To the extent any expense reimbursement (including without limitation any reimbursement of interest or penalties related to taxes) or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), Section 1.409A-1(b)(9the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time 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 in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Any Gross-Up Payment (as defined below) shall in all events be paid to Executive no later than the end of the taxable year next following the taxable year in which the Excise Tax (as defined below) and any other taxes or interest or penalties thereon on a Payment (as defined below) are remitted to the Internal Revenue Service or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Companytaxing authority.

Section 409A. Any payments under Notwithstanding anything to the contrary in this Agreement subject or elsewhere (except for Section 3(d) of this Agreement), if the Executive is a “specified employee” as determined pursuant to Section 409A as of the Code that are subject to execution date of the Separation From Service and if any payment, benefit or entitlement provided for in this Agreement or otherwise both (x) constitutes a waiver “deferral of compensation” within the meaning of Section 409A and release which may (y) cannot be executed and/or revoked paid or provided in a calendar year manner otherwise provided herein or otherwise without subjecting the Executive to additional tax, interest or penalties under Section 409A, then any such payment, benefit or entitlement that is payable during the first six months following the Executive’s Separation From Service shall be paid or provided to the Executive in a cash lump-sum on the earlier of the Executive’s death or the first business day of the seventh calendar year month following the month in which the payment event (such as Executive’s Separation From Service occurs. In addition, any payment, benefit or entitlement due upon a termination of employmentthe Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A (other than any payment due pursuant to Section 3(d) occurs of this Agreement) shall commence only be paid or provided to Executive upon a Separation From Service, in which case any reference to “Date of Termination” in connection with such payment, benefit or entitlement shall be deemed to be a reference to “Separation From Service” and the actual payment only date within the time specified in the calendar year in which applicable provision of Section 5 shall be within the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the CodeCompany’s sole discretion. Notwithstanding anything to the contrary in this AgreementSection 5 or otherwise, any payment or benefit under this Section 5 or otherwise which is exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to the Executive only to the extent the expenses are not incurred or the benefits are not provided beyond the last day of the second taxable year of the Executive following the taxable year of the Executive in which the Separation From Service occurs; and provided further that the Company reimburses such expenses no compensation later than the last day of the third taxable year following the taxable year of the Executive in which the Separation From Service occurs. Finally, to the extent that the provision of any benefit pursuant to Section 5(a)(vi) or benefits Section 5(d)(vi) hereof is taxable to the Executive, any such reimbursement shall be paid to the Executive during on or before the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Code, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first last day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), taxable year following the Company shall pay taxable year in which the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during expense is incurred and such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise reimbursement shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) liquidation or exchange for any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Companybenefit.

Section 409A. Any payments To the extent applicable, it is intended that the compensation arrangements under this Agreement subject to Section 409A of be in full compliance with the Code that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as a termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” from the Company (within the meaning provisions of Section 409A of the CodeInternal Revenue Code and the guidance and regulations promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent and the Executive agrees the Company shall have the right to delay the payment, or to limit the form of payment, of any amount under this Agreement to the extent the Company, in good faith, determines that such delay or limitation is necessary to avoid adverse tax consequences under Section 409A. Specifically, notwithstanding anything in Sections 4 or 5 or any other provision of this Agreement to the contrary, if at the Executive’s Date of Termination, stock of the Company or any of its affiliates is publicly traded on an established securities market or otherwise and the Executive is a “Separation from Service”Specified Employee” (as defined in Section 10(e)(i)) if at the Date of Termination, the Company determines that paying such shall defer the payment or commencement of the payment, as the case may be, of any amounts at described in Sections 4 or 5, and any other payments or benefits payable under this Agreement, the time deferral of the payment or times indicated in this Agreement would be a prohibited distribution commencement of which is necessary to prevent any accelerated or additional tax under Section 409A(a)(2)(B)(i) of the Code. If the payment of 409A, that, in any such amounts is delayed as a result case, otherwise become payable during the first six months following the Executive’s Date of Termination, until the previous sentence, then on earlier of (A) the first day of the seventh month following the date Executive’s Date of Separation from Service Termination or (B) the Executive’s death. Any payments or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including benefits delayed as a result of the preceding sentence shall be accumulated and paid in a lump sum, without interest, as soon as practicable after the first day of the seventh month following the Executive’s Date of Termination (or the Executive’s earlier death). Thereafter, the Company payments shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such periodresume in accordance with this Agreement. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the CodeIn addition, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in any provision of this Agreement, including the exceptions in Treasury Regulation foregoing provisions of this Section 1.409A-1(b)(410(e), Section 1.409A-1(b)(9) is or any other applicable exception or provision will be in violation of Section 409A. All payments of nonqualified deferred compensation subject to 409A, this Agreement shall be amended in such manner as the parties may agree such that the Agreement is or remains in compliance with Section 409A and the foregoing intent of the parties is maintained to be made upon a termination of employment under the maximum extent possible. Each party is responsible for reviewing this Agreement may only be made upon the Executive’s “separation from service” from the Company.for compliance with Section 409A.

Section 409A. Any payments under Notwithstanding anything to the contrary contained in this Award Agreement, this Award Agreement subject is intended to comply with or be exempt from Section 409A of the Code that are subject to execution of a waiver and release which may this Award Agreement and the Plan shall be executed and/or revoked interpreted in a calendar year following manner consistent with such intent, and any provisions of this Award Agreement or the calendar year in which Plan that would cause the payment event (such as a termination Award to fail to be exempt from or to satisfy the requirements for an effective deferral of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with compensation under Section 409A of the CodeCode shall have no force and effect. Any right under this Award Agreement to a series of installment payments shall be treated as a right to a series of separate payments. Notwithstanding anything to the contrary in this Award Agreement, no compensation or benefits amounts shall be paid to the Executive Participant under this Award Agreement during the six (6)-month period following the ExecutiveParticipant’s “separation from service” from the Company (within the meaning of Section 409A of the Code, ) to the extent that the Administrator determines that the Participant is a “Separation specified employee” (within the meaning of Section 409A of the Code) at the time of such separation from Service”) if the Company determines service and that paying such amounts at the time or times indicated in this Award Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day of the seventh month following the date end of Separation from Service such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s deathCode without being subject to such additional taxes), the Company shall pay to the Executive Participant in a lump-sum amount equal to the cumulative amount all amounts that would have otherwise been payable to the Executive Participant during such period. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit six (6)-month period under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” from the Company.Award Agreement. [Signature page follows...]