Common use of Section 409A Clause in Contracts

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to It is intended that this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of and the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance Award will comply with Section 409A of the CodeCode (and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. FurtherIf an amendment of the Agreement is necessary in order for it to comply with Section 409A, notwithstanding anything herein 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 of this Agreement to the contrary, if at for purposes of any provision of this Agreement providing for the time distribution of any Shares upon or following a Participant’s termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company and all Service Recipientsshall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Participant Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” as defined in (within the meaning of Treas. Reg. Section 409A of the Code1.409A-1(i)), and the deferral of the commencement of then with regard to any payments or benefits otherwise payable hereunder as a result of such termination of service payment that is necessary in order to prevent the imposition of any accelerated or additional tax considered deferred compensation under Section 409A payable on account of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under that is required to be delayed pursuant to Section 409A 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), 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 the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and Grantee any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each be a separate payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.

Section 409A. Notwithstanding anything herein to It is intended that payments and benefits under this Agreement either be excluded from or comply with the contraryrequirements of Section 409A and the guidance issued thereunder and, accordingly, to the maximum extent permitted by applicable lawpermitted, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewithconsistent with such intent. HoweverIn the event that any provision of this Agreement is subject to but fails to comply with Section 409A, under certain circumstances, settlement the Company may revise the terms of the PSUs provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any dividend equivalent rights may not so qualifytaxes, and in interest or penalties that case, would otherwise be incurred by the Committee shall administer the grant and settlement Executive on account of such PSUs and noncompliance; provided, however, that in no event whatsoever shall the Company be liable for any dividend equivalent rights in strict compliance additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A 409A. Solely for purposes of the Code. Further, notwithstanding anything herein to the contrary, if at determining the time and form of a Participantpayments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company and all Service RecipientsCompany, the Participant is Executive shall not be deemed to have incurred a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with unless and until the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon Executive shall incur a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under within the meaning of Section 409A of 409A. The parties agree, as permitted in accordance with the Code and Grantee shall be deemed to have remained employed so long as Grantee has not final regulations thereunder, a “separated separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty (40) percent of the average level of bona fide services performed by the Executive for the Company over the immediately preceding thirty-six (36) months (or the period of Executive’s employment if Executive has been employed with the Company less than thirty-six (36) months at the time of the Executive’s termination). The determination of whether and when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation 1.409A-1(h). All reimbursements and in-kind benefits provided under this Agreement shall be made or Successor. Each payment provided in accordance with the requirements of PSUs Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement (and related dividend equivalent unitsthe in-kind benefits to be provided) constitutes during a “separate payment” calendar year may not affect the expenses eligible for reimbursement (and the in-kind benefits to be provided) in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or 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 set off or liquidation or exchange for any other benefit. For purposes of Section 409A 409A, the Executive’s right to any installment payments under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the CodeCompany.

Section 409A. It is intended that the provisions of this Agreement comply with, or are exempt from, Section 409A, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to the Employee or for the Employee’s benefit under this Agreement may not be reduced by, or offset against, any amount owing by the Employee to the Company or any of its Affiliates. In the event that any 60-day period described in Section 8 of this Agreement straddles two calendar years, then any PRSUs, and any dividends with respect thereto, that are settled within such 60-day period in accordance with this Agreement shall be settled in the second calendar year. If, at the time of the Employee’s separation from service (within the meaning of Section 409A), (a) the Employee shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (b) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day after such six-month period. Notwithstanding anything herein any provision of this Agreement to the contrary, in light of the uncertainty with respect to the maximum extent permitted by applicable lawproper application of Section 409A, the settlement Company reserves the right to make amendments to this Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, the PSUs Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Employee or for the Employee’s account in connection with this Agreement (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to taxes and penalties under Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify409A), and in that case, neither the Committee Company nor any of its Affiliates shall administer have any obligation to indemnify or otherwise hold the grant and settlement Employee harmless from any or all of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments taxes or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Codepenalties.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement The intent of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to parties is that payments and benefits under this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance 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. Further, notwithstanding Notwithstanding anything contained herein to the contrary, if at the time of a Participant’s termination of Employee shall not be considered to have terminated employment with the Company and all Service Recipients, the Participant is for purposes of this Agreement unless Employee would be considered to have incurred a “specified employeeseparation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A of the CodeCode shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, and to the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary extent required in order to prevent avoid accelerated taxation and/or tax penalties under Section 409A of the imposition of any Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service shall instead be paid on the first business day after the date that is six months following Employee’s separation from service (or death, if earlier). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, then amounts reimburseable to Employee under this Agreement shall be paid to Employee on or before the Company will defer the commencement last day of the payment year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Employee) during any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid one year may not effect amounts reimburseable or provided to in any subsequent year. The Agreement may be amended in any respect deemed by the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (Board or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall Compensation Committee to be deemed necessary in order to have remained employed so long as Grantee has not “separated from service” preserve compliance with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code.

Section 409A. The payments and benefits under this Agreement are intended to qualify for exemptions from the application of Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A to the extent necessary to avoid adverse taxation under Section 409A. Notwithstanding anything herein to the contrarycontrary herein, to the maximum extent permitted by applicable lawrequired to comply with Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the settlement payment of the PSUs (including amounts or benefits upon or following a termination of employment unless such termination is also a Separation from Service. Your right to receive any dividend equivalent rights related thereto) installment payments will be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be made considered a separate and distinct payment. Notwithstanding any provision to the Grantee pursuant to contrary in this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contraryAgreement, if you are deemed by the Company at the time of a Participant’s termination of employment with the Company and all your Separation from Service Recipients, the Participant is to be a “specified employee” as defined in for purposes of Section 409A 409A, and if any of the Codepayments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation,” then, and to the deferral of the extent delayed commencement of any payments or benefits otherwise payable hereunder as a result portion of such termination of service payments is necessary required in order to prevent the imposition of any accelerated or additional tax avoid a prohibited distribution under Section 409A and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (a) the expiration of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until six-month period measured from the date that is six months and one day following of Separation from Service, (b) the Participant’s termination date of employment with the Company your death or (or the earliest c) such earlier date as is permitted under Section 409A without the imposition of adverse taxation. With respect to payments to be made upon execution of an effective release, if the release revocation period spans two calendar years, payments will be made in the second of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have two calendar years to the same meaning as “separation from service” extent necessary to avoid adverse taxation under Section 409A 409A. With respect to reimbursements or in-kind benefits provided hereunder (or otherwise) that are not exempt from Section 409A, the following rules shall apply: (x) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefit to be provided in any other taxable year, (y) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of the Code taxable year following the taxable year in which the expense was incurred and Grantee (z) the right to reimbursement or in-kind benefits shall not be deemed subject to have remained employed so long as Grantee has not “separated from service” with the Company liquidation or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” exchange for purposes of Section 409A of the Codeanother benefit.

Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations thereunder (“Section 409A”), and shall in all respects be administered in accordance with Section 409A. Notwithstanding anything herein in this Agreement to the contrary, distributions may only be made under this Agreement upon an event and in a manner permitted by Section 409A or an applicable exemption. If the payment of severance benefits would otherwise be accelerated under this Agreement and paid in a lump sum upon a Change of Control, and such Change of Control is not a “change in control event” under Section 409A, such severance payments shall not be accelerated and shall instead be paid on the regularly scheduled payment date. Severance benefits provided under this Agreement are intended to be exempt from Section 409A under the “separation pay exception” to the maximum extent permitted by applicable lawapplicable. Further, any payments that qualify for the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs exception or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax another exception under Section 409A of shall be paid under the Code, then the Company will defer the commencement of the payment of any such applicable exception. All separation payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable be made upon a termination of employment. For purposes of employment under this Agreement, Agreement may only be made upon a “termination of employment” shall have the same meaning as “separation from service” under Section 409A 409A. For purposes of the Code and Grantee Section 409A, each payment hereunder shall be deemed treated as a separate payment and the right to have remained employed so long a series of payments under this Agreement shall be treated as Grantee has not a right to a series of separate payments. With respect to payments that are subject to Section 409A, in no event may the Executive, directly or indirectly, designate the calendar year of a payment, and if a payment that is subject to execution of a Release Agreement could be made in more than one taxable year, payment will be made in the later taxable year. If and to the extent that reimbursements or other in-kind benefits under this Agreement constitute “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate paymentnonqualified deferred compensation” for purposes of Section 409A 409A, such reimbursements or other in-kind benefits shall be made or provided in accordance with the requirements of Section 409A. Notwithstanding the Code.foregoing, although the Company has made every effort to ensure that the payments and benefits provided under this Agreement comply with Section 409A, 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 the Executive on account of non-compliance with Section 409A.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this This Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Further, notwithstanding anything herein Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the contrarymaximum extent possible. For purposes of Section 409A, if at the time of each installment payment provided under this Agreement shall be treated as a Participant’s separate payment. Any payments to be made under this Agreement upon a termination of employment with shall only be made upon 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 Service Recipientsor any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant Executive on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code409A(a)(2)(b)(i), then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have not be paid until the same meaning as “separation from service” under Section 409A first payroll date to occur following the six-month anniversary of the Code and Grantee Termination Date (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be deemed paid to have remained employed so long the Executive in a lump sum, with interest at the New York statutory rate, on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. To the extent that any reimbursements pursuant to Section 3(e) are taxable to Executive, any such reimbursement payment due to the Executive shall be paid to the Executive as Grantee has not “separated from service” promptly as practicable consistent with Company practice following the Company Executive’s appropriate itemization and substantiation of expenses incurred, and in all events on or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A before the last day of the CodeExecutive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to Section 3(e) are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any other taxable year.

Section 409A. Notwithstanding anything herein The Company intends that income realized by the Participant pursuant to the contrary, Plan and this Agreement will not be subject to the maximum extent permitted by applicable law, the settlement taxation under Section 409A of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) Code. The provisions of the Regulations Plan and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement and construed in favor of the PSUs or satisfying any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement applicable requirements of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. FurtherIn the event that it is reasonably determined by the Committee that, notwithstanding anything herein to as a result of Section 409A of the contraryCode, if any payment or delivery of Shares in respect of the Option may not be made at the time contemplated by the terms of a Participant’s termination the Plan or the this Agreement, as the case may be, without causing Participant to be subject to taxation under Section 409A of employment with the Code, the Company and all Service Recipients, shall use reasonably commercial efforts to make such payment or delivery of Shares on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. If Participant is a “specified employee” as defined (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any payment and/or delivery of Shares in respect of the Option that are linked to the date of the Participant’s separation from service shall not be made prior to the date which is six (6) months after the date of such Participant’s separation from service from the Company, determined in accordance with Section 409A of the Code and the regulations promulgated thereunder. The Company, in its reasonable discretion, may amend (including retroactively) the Plan and this Agreement in order to conform to the applicable requirements of Section 409A of the Code, and including amendments to facilitate the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order Participant’s ability to prevent the imposition of any accelerated or additional tax avoid taxation under Section 409A of the Code. However, then the preceding provisions shall not be construed as a guarantee by the Company will defer of any particular tax result for income realized by the commencement of Participant pursuant to the Plan or this Agreement. In any event, the Company shall be responsible for the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided applicable taxes on income realized by the Participant pursuant to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (Plan or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code.

Section 409A. This Agreement as well as payments and benefits under this Agreement are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, the Limited Partner shall not be considered to have terminated employment with the maximum extent permitted by applicable law, Partnership for purposes of any payments under this Agreement which are subject to Section 409A until the settlement Limited Partner has incurred a “separation from service” from the Partnership within the meaning of the PSUs (including any dividend equivalent rights related thereto) Section 409A. Each amount to be made paid or benefit to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and be provided under this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement construed as a separate identified payment for purposes of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs Section 409A and any dividend equivalent rights payments described in strict compliance with Section 409A of this Agreement that are due within the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employeeshort term deferral period” as defined in Section 409A of the CodeCode shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, and to the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary extent required in order to prevent the imposition of any avoid an accelerated or additional tax under Section 409A of 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the Code, then six-month period immediately following the Company will defer Limited Partner’s separation from service shall instead be paid on the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until first business day after the date that is six months and one day following the ParticipantLimited Partner’s termination separation from service (or, if earlier, the Limited Partner’s date of employment with death). To the Company (extent required to avoid an accelerated or the earliest date as is permitted additional tax under Section 409A 409A, amounts reimbursable to the Limited Partner shall be paid to the Limited Partner on or before the last day of the Code), if such payment or benefit is payable upon a termination year following the year in which the expense was incurred and the amount of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs expenses eligible for reimbursement (and related dividend equivalent unitsin kind benefits provided to the Limited Partner) constitutes a “separate payment” for purposes of Section 409A of the Codeduring one year may not affect amounts reimbursable or provided in any subsequent year.

Section 409A. Notwithstanding any of the foregoing, it is intended that this Agreement comply with, or be exempt from, the provisions of Section 409A of the Code and that this Award not result in unfavorable tax consequences to the Participant under Section 409A of the Code. This Agreement will be administered and interpreted in a manner consistent with such intent. Notwithstanding anything contained herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in 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 service is necessary required in order to prevent the imposition of any avoid accelerated or additional taxation and/or tax penalties under Section 409A of the Code, then the Participant shall not be considered to have terminated employment with Company or any of its Subsidiaries for purposes of this Agreement and no payments shall be due to him or her under this Agreement which are payable upon his or her termination of employment until he or she would be considered to have incurred a “separation from service” from the Company will defer or any of its Subsidiaries within the commencement meaning of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until Code. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided to a “specified employee” pursuant to this Agreement during the six-month period immediately following the Participant’s termination of employment shall instead be paid within 30 days following the first business day after the date that is six months and one day following the Participant’s termination of employment with the Company or any of its Subsidiaries (or upon the earliest date as is permitted under Section 409A of the Code)Participant’s death, if such payment or benefit is payable upon a termination of employmentearlier). For In addition, for purposes of this Agreement, a “termination of employment” shall have each amount to be paid or benefit to be provided to the same meaning as “separation from service” under Section 409A of the Code and Grantee Participant pursuant to this Agreement shall be deemed to have remained employed so long construed as Grantee has not “separated from service” with the Company or Successor. Each a separate identified payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code. Notwithstanding any of the foregoing to the contrary, the Company and its respective officers, directors, employees, or agents make no guarantee that the terms of this Agreement as written comply with, or are exempt from, the provisions of Section 409A of the Code, and none of the foregoing shall have any liability for the failure of the terms of this Agreement as written to comply with, or be exempt from, the provisions of Section 409A of the Code.

Section 409A. Notwithstanding anything herein This Agreement and the Deferred Stock Units are intended to comply with the requirements of Section 409A and shall be construed consistently therewith and shall be interpreted in a manner consistent with that intention. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the contraryextent required to comply with Section 409A. Notwithstanding any other provision of this Agreement, the Committee reserves the right, to the maximum extent permitted by applicable lawthe Committee deems necessary or advisable, in its sole discretion, to unilaterally amend the settlement of the PSUs (including any dividend equivalent rights related thereto) Plan and/or this Agreement to be made ensure that all Deferred Stock Units are awarded and administered in a manner that complies with Section 409A. If and to the Grantee pursuant extent any portion of any payment, compensation or other benefit provided to this Agreement the Participant in connection with termination of service is intended determined to qualify as a constitute “short-term deferralnonqualified deferred compensation” pursuant to Section 1.409A-1(b)(4) within the meaning of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” employee as defined in Section 409A 409A(a)(2)(B)(i) of the Code, and as determined by the deferral Company in accordance with its procedures, by which determination the Participant hereby agrees that he is bound, such portion of the commencement of any payments payment, compensation or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent other benefit shall not be paid before the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date day that is six months and plus one day following after the Participant’s termination date of employment with the Company separation from service (or the earliest date as is permitted determined under Section 409A of (the Code“New Payment Date”)), if except as Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such payment or benefit is payable upon a termination of employmentNew Payment Date, and any remaining payments will be paid on their original schedule. For purposes of this AgreementNotwithstanding the foregoing, a “termination of employment” the Company, its Affiliates, Directors, Officers and Agents shall have no liability to the same meaning as “separation from service” under Participant, or any other party, if an Award that is intended to be compliant with Section 409A of is not so compliant, or for any action taken by the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the CodeCommittee.

Section 409A. Notwithstanding anything herein any provision to the contrary, all provisions of this Agreement are intended to be construed and interpreted to comply with section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), to the maximum extent permitted applicable. Accordingly, all provisions herein, or incorporated by applicable lawreference, shall be construed and interpreted to comply with Section 409A and, if necessary, any such provision shall be deemed amended to comply with Section 409A and the settlement of the PSUs (including any dividend equivalent rights related thereto) regulations thereunder. Severance benefits under this Agreement are intended to be made to exempt from Section 409A under the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant exception, to the maximum extent applicable, and any remaining amount is intended to be exempt from Section 409A under the “separation pay” exception, to the maximum extent applicable. All payments to be made upon a termination of employment under this Agreement that constitute deferred compensation subject to Section 1.409A-1(b)(4) 409A will only be paid upon a “separation from service” within the meaning of the Regulations and Section 409A. Notwithstanding anything in this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipientsrequired by Section 409A, the Participant is if you are considered a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A and if payment of any amounts under this Agreement are required to be delayed for a period of six months after separation from service pursuant to 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 ten (10) days after the end of the Code.six-month period. For purposes of Section 409A, each payment under this Agreement is treated as a separate payment and the right to a series of installment payments is treated as the right to a series of separate payments. In no event may you, directly or indirectly, designate the calendar year of payment. No action or failure to act pursuant to this paragraph shall subject the Company nor any affiliate thereof to any claim, liability or expense, and none of the Company nor any affiliate thereof shall have any obligation to indemnify or otherwise protect you from the obligation to pay any taxes pursuant to Section 409A.

Section 409A. Notwithstanding anything herein to It is the contrary, to the maximum extent permitted by applicable law, the settlement intention of the PSUs (including any dividend equivalent rights related thereto) to be made to Company and the Grantee pursuant to Executive that the provisions of this Agreement is intended to qualify as a “short-term deferral” pursuant to comply with Section 1.409A-1(b)(4) 409A of the Regulations Code, and all provisions of this Agreement shall be construed and interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance a manner consistent with Section 409A of the Code. Further, notwithstanding anything herein To the extent necessary to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in 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 service is necessary in order to prevent the avoid imposition of any accelerated or additional tax or interest penalties under Section 409A of the Code(such tax and interest penalties, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy a “Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the CodeTax”), if such notwithstanding the timing of payment or benefit is payable upon a termination of employment. For purposes provided in any other Section of this Agreement, the timing of any payment, distribution or benefit pursuant to this Agreement shall be subject to a “termination six-month delay in a manner consistent with Section 409A(a)(2)(B)(i) of employment” the Code; provided, that (a) the Executive shall have be credited with interest in respect of such payment, distribution or benefit during such six-month period at the same meaning as “separation from service” under rate set forth in Section 12 and (b) if the Executive dies during such six-month period, any such delayed payments shall not be further delayed, and shall be immediately payable to the Executive’s devisee, legatee or other designee or, should there be no such designee, to the Executive’s estate in accordance with the applicable provisions of this Agreement. From and after the Effective Date and for the remainder of the term of this Agreement, (i) the Company shall administer and operate this Agreement in compliance with Section 409A of the Code and Grantee shall be deemed any rules, regulations or other guidance promulgated thereunder as in effect from time to have remained employed so long as Grantee has not “separated from service” with time and (ii) in the event that the Company determines that any provision of this Agreement or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of any such plan or arrangement does not comply with Section 409A of the CodeCode or any such rules, regulations or guidance and that the Executive may become subject to a Section 409A Tax, the Company and the Executive shall negotiate in good faith to amend or modify such provision to avoid the application of such Section 409A Tax; provided, that such amendment or modification shall not (and the Executive shall not be obligated to consent to any such amendment or modification that would) reduce the economic value to the Executive of such provision.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to It is intended that this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of and the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance Award will comply with Section 409A of the CodeCode (and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. FurtherIf an amendment of the Agreement is necessary in order for it to comply with Section 409A, notwithstanding anything herein 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 of this Agreement to the contrary, if at for purposes of this Agreement, the time Employee’s employment will be deemed to have terminated on the date of a Participantthe Employee’s termination “separation from service” (within the meaning of employment Treas. Reg. Section 1.409A-1(h)) with the Company and all Service RecipientsCompany. Notwithstanding any provision to the contrary in this Agreement, if the Participant Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” as defined in (within the meaning of Treas. Reg. 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code1.409A-1(i)), then the Company will defer the commencement of the with regard to any payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided that is required to the Participantbe delayed pursuant to Section 409A(a)(2)(B) to the minimum extent necessary to satisfy Section 409A of the Code until (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as Employee’s “separation from service,” under Section 409A or (ii) the date of the Code and Grantee Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be deemed paid to have remained employed so long as Grantee has not “separated from service” the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or Successor. Each payment of PSUs (expense, and related dividend equivalent units) constitutes a “separate payment” for purposes of the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.

Section 409A. Notwithstanding anything herein to The Company and the contrary, to Executive intend that the maximum extent permitted by applicable law, the settlement payments and benefits provided for in this Agreement either be exempt from Section 409A of the PSUs Internal Revenue Code (including any dividend equivalent rights related thereto) to the “Code”), or be made to the Grantee pursuant to this Agreement is intended to qualify as provided in a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in manner that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance 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 9. FurtherIn no event whatsoever shall the Company be liable for any additional tax, notwithstanding interest or penalty that may be imposed on the Executive by Section 409A of the Code or damages for failing to comply with Section 409A. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 6 of this Agreement shall be paid or provided only at the time of a termination of the Executive’s employment that constitutes a “separation from service” from the Company 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)) and the payment of the severance benefits to be made under Section 6 of this Agreement shall be treated as a right to a series of separate payments in accordance with Treasury Regulation Section 1.409A-2(b)(2)(iii). Further, if at the time of a Participantthe Executive’s termination of employment with the Company and all Service RecipientsCompany, the Participant Executive is a “specified employee” as defined in Section 409A of the Code as determined by the Company 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 service employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantExecutive) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is at least six (6) months and one day following the ParticipantExecutive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if whereupon the Company will pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement during the period in which such payment payments or benefit is payable upon a termination of employmentbenefits were deferred. For purposes of Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, a “termination 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 employment” medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall have be promptly made to the same meaning as “separation Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Any tax gross-up payments contemplated by this Agreement shall be paid by the end of the calendar year next following the calendar year in which the Executive remits the related taxes to the applicable governmental entity. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from service” under Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment related Department of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the CodeTreasury guidance.

Section 409A. Notwithstanding anything herein The following provisions apply to the contrary, extent the Employee is subject to taxation in the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be U.S. Payments made to the Grantee pursuant to this Plan and this Grant Agreement is are intended to comply with or qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy for an exemption from Section 409A of the Code until (“Section 409A”). The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Grant Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, including any amendments or actions that would result in the reduction of benefits payable under this Grant Agreement, as the Company determines are necessary or appropriate to ensure that all PARSUs and dividend equivalent payments are made in a manner that qualifies for an exemption from, or complies with, Section 409A or mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A; provided however, that the Company makes no representations that the PARSUs or the dividend equivalents will be exempt from any taxes, interest, and/or penalties that may apply under Section 409A and makes no undertaking to preclude Section 409A from applying to the PARSUs or the dividend equivalents. For the avoidance of doubt, the Employee hereby acknowledges and agrees that neither the Company nor any Affiliate or Subsidiary will have any liability to the Employee or any other party if any amounts payable under this Grant Agreement are not exempt from, or compliant with, Section 409A, or for any action taken by the Company with respect thereto. Any PARSUs or dividend equivalents that are considered non-qualified deferred compensation subject to Section 409A (“NQDC”) and the settlement of which is triggered by "separation from service" (within the meaning of Section 409A) of a "specified employee" (as defined under Section 409A) shall be made on a date that is six months the earliest of (a) the Employee’s death, (b) the specified settlement date, and (c) the date which is one day following six months after the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “Employee’s separation from service” under Section 409A of . If the Code PARSUs or dividend equivalents are considered NQDC and Grantee the payment period contemplated in Sections 10 or 11 crosses a calendar year, the PARSUs or dividend equivalents shall be deemed to have remained employed so long as Grantee has not “separated from service” with paid in the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Codesecond calendar year.

Section 409A. This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding anything herein any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to the contrary, an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted by applicable lawpossible. For purposes of Section 409A, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and each installment payment provided under this Agreement shall be interpreted consistently therewithtreated as a separate payment. HoweverAny payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under certain circumstances, settlement of this Agreement comply with Section 409A and in no event shall the PSUs Company be liable for all or any dividend equivalent rights portion of any taxes, penalties, interest or other expenses that may not so qualify, and in that case, be incurred by the Committee shall administer the grant and settlement Executive on account of such PSUs and any dividend equivalent rights in strict non-compliance with Section 409A 409A. Notwithstanding any other provision of the Code. Furtherthis Agreement, notwithstanding anything herein if any payment or benefit provided to the contrary, if at the time of a Participant’s Executive in connection with his termination of employment with is determined to constitute “nonqualified deferred compensation” within the Company meaning of Section 409A and all Service Recipients, the Participant Executive is determined to be a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code409A(a)(2)(b)(i), then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have not be paid until the same meaning as “separation from service” under Section 409A first payroll date to occur following the six-month anniversary of the Code and Grantee Termination Date (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be deemed paid to have remained employed so long as Grantee has not “separated from service” the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Codetheir original schedule.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including If at any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant Executive is a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)), any amounts payable to Executive by reason of Executive’s termination of employment pursuant to this Agreement or otherwise will be delayed for a period of six (6) months following the date of termination, and shall instead be paid, without interest, to Executive in a lump sum on the first (1st) day of the seventh (7th) month following the date of termination. The amount of expenses for which Executive is eligible to receive reimbursement during any calendar year shall not affect the amount of expenses for which Executive is eligible to receive reimbursement during any other calendar year during the Employment Term, and any reimbursement payable in accordance with Section 5 will not be subject to liquidation or exchange for any other benefit. This Agreement is intended to satisfy the requirements of Section 409A of the Internal Revenue Code, as amended, and other guidance promulgated thereunder (“Section 409A”) and shall be interpreted, construed and administered in a manner consistent with that intent. If either party notifies the deferral other in writing that one or more or the provisions of this Agreement contravenes any Treasury Regulations or guidance promulgated under Section 409A, or causes any amounts to be subject to interest, additional tax or penalties under Section 409A, the parties shall agree to negotiate in good faith to make amendments to this Agreement as the parties mutually agree, reasonably and in good faith are necessary or desirable, to (i) maintain to the maximum extent reasonably practicable the original intent of the commencement applicable provisions without violating the provisions of any payments Section 409A or benefits otherwise payable hereunder as a result increasing the costs to the Company of such termination of service is necessary in order providing the applicable benefit or payment and (ii) to prevent the extent possible, to avoid the imposition of any accelerated or interest, additional tax or other penalties under Section 409A of upon the Codeparties, then provided that, notwithstanding the foregoing, the Company makes no representation that amounts payable under this Agreement will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy comply with Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with makes no undertaking to prevent Section 409A from applying to any amounts paid under this Agreement. Additionally, the Company (or the earliest date as is permitted under Section 409A of the Code), if such intends that each right to payment or benefit is payable upon a termination of employment. For purposes of made pursuant to this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee Agreement shall be deemed to have remained employed so long treated as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of the application of Section 409A of the Code.409A.

Section 409A. To the extent that the Committee determines that any Award granted under the Plan is subject to Section 409A, the Award Agreement evidencing such Award shall include the terms and conditions required by Section 409A. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A. Notwithstanding anything herein any provision of the Plan to the contrary, to in the maximum extent permitted by applicable law, event that following the settlement of the PSUs Effective Date (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and defined in that case9 below), the Committee determines that any Award may be subject to Section 409A, the Committee may adopt such amendments to the Plan and the applicable Award Agreement, adopt other policies and procedures (including amendments, policies and procedures with retroactive effect) and/or take any other actions that the Committee determines are necessary or appropriate to preserve the intended tax treatment of the Award, including without limitation, actions intended to (i) exempt the Award from Section 409A, or (ii) comply with the requirements of Section 409A; provided, however, that nothing herein shall administer create any obligation on the grant and settlement part of the Committee, the Partnership, the Company or any of their Affiliates to adopt any such PSUs and amendment, policy or procedure or take any dividend equivalent rights such other action, nor shall the Committee, the Partnership, the Company or any of their Affiliates have any liability for failing to do so. Notwithstanding any provision in strict compliance the Plan to the contrary, the time of payment with respect to any Award that is subject to Section 409A shall not be accelerated, except as permitted under Treasury Regulation Section 1.409A-3(j)(4). Notwithstanding any provision of the Code. Further, notwithstanding anything herein this Plan to the contrary, if at a Participant is a “Specified Employee” within the time meaning of a Section 409A as of the date of such Participant’s termination of employment with and the Company and all Service Recipientsdetermines, the Participant is a “specified employee” as defined in Section 409A of the Codegood faith, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the that immediate payment of any such payments amounts or benefits hereunder (without under this Plan would cause a violation of Section 409A, then any reduction in such payments amounts or benefits ultimately paid or provided which are payable under this Plan upon the Participant’s “separation from service” within the meaning of Section 409A that: (i) are subject to the Participantprovisions of Section 409A; (ii) to are not otherwise exempt under Section 409A; and (iii) would otherwise be payable during the minimum extent necessary to satisfy Section 409A of first six-month period following such separation from service, shall be paid as soon as practicable on the Code until first business day next following the earlier of: (1) the date that is six months and one day following the date of termination; or (2) the date of the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Codedeath.

Section 409A. It is intended that the provisions of this Agreement comply with, or are exempt from, Section 409A, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Neither the Employee nor any of the Employee’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to the Employee or for the Employee’s benefit under this Agreement may not be reduced by, or offset against, any amount owing by the Employee to the Company or any of its Affiliates. If, at the time of the Employee’s separation from service (within the meaning of Section 409A), (a) the Employee shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (b) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day after such six-month period. Notwithstanding anything herein any provision of this Agreement to the contrary, in light of the uncertainty with respect to the maximum extent permitted by applicable lawproper application of Section 409A, the settlement Company reserves the right to make amendments to this Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, the PSUs Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Employee or for the Employee’s account in connection with this Agreement (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to taxes and penalties under Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify409A), and in that case, neither the Committee Company nor any of its Affiliates shall administer have any obligation to indemnify or otherwise hold the grant and settlement Employee harmless from any or all of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments taxes or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Codepenalties.

Section 409A. Notwithstanding anything herein to It is intended that payments and benefits under this Agreement either be excluded from or comply with the contraryrequirements of Section 409A and the guidance issued thereunder and, accordingly, to the maximum extent permitted by applicable lawpermitted, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewithconsistent with such intent. HoweverIn the event that any provision of this Agreement is subject to but fails to comply with Section 409A, under certain circumstances, settlement the Company may revise the terms of the PSUs provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any dividend equivalent rights may not so qualifytaxes, and in interest or penalties that case, would otherwise be incurred by the Committee shall administer the grant and settlement Executive on account of such PSUs and noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any dividend equivalent rights in strict compliance additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A 409A. Solely for purposes of the Code. Further, notwithstanding anything herein to the contrary, if at determining the time and form of a Participantpayments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company and all Service RecipientsCompany, the Participant is Executive shall not be deemed to have incurred a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with unless and until the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon Executive shall incur a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under within the meaning of Section 409A of 409A. The parties agree, as permitted in accordance with the Code and Grantee shall be deemed to have remained employed so long as Grantee has not final regulations thereunder, a “separated separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty (40) percent of the average level of bona fide services performed by the Executive for the Company over the immediately preceding thirty-six (36) months (or the period of Executive’s employment if Executive has been employed with the Company less than thirty-six (36) months at the time of the Executive’s termination). The determination of whether and when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation 1.409A-1(h). All reimbursements and in-kind benefits provided under this Agreement shall be made or Successor. Each payment provided in accordance with the requirements of PSUs Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement (and related dividend equivalent unitsthe in-kind benefits to be provided) constitutes during a “separate payment” calendar year may not affect the expenses eligible for reimbursement (and the in-kind benefits to be provided) in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or 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 set off or liquidation or exchange for any other benefit. For purposes of Section 409A 409A, the Executive’s right to any installment payments under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the CodeCompany.

Section 409A. Notwithstanding anything herein Payments made pursuant to the contraryPlan and this Grant Agreement are intended to comply with or qualify for an exemption from Section 409A of the Code (“Section 409A”). The Company reserves the right, to the maximum extent permitted the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Grant Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, including any amendments or actions that would result in the reduction of benefits payable under this Grant Agreement, as the Company determines are necessary or appropriate to ensure that all RSUs are made in a manner that qualifies for an exemption from, or complies with, Section 409A or mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A: provided however, that the Company makes no representations that the RSUs will be exempt from any penalties that may apply under Section 409A and makes no undertaking to preclude Section 409A from applying to this RSU. For the avoidance of doubt, the Employee hereby acknowledges and agrees that the Company will have no liability to the Employee or any other party if any amounts payable under this Grant Agreement are not exempt from, or compliant with, Section 409A, or for any action taken by applicable lawthe Company with respect thereto. Any payments under this Grant Agreement, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement which is intended to qualify as triggered by a “short-term deferralseparation from service” pursuant to (within the meaning of Section 1.409A-1(b)(4409A) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” (as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code409A), then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the shall be made on a date that is the earlier of (a) the Employee’s death or (b) the later of the specified settlement date and the date which is six months and one day following after the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “Employee’s separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee The amounts payable pursuant to this Agreement is are intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section exempt from section 409A of the Code. FurtherCode and related U.S. treasury regulations or official pronouncements (“Section 409A”) and will be construed in a manner that is compliant with such exemption; provided, notwithstanding anything herein however, if and to the contraryextent that any compensation payable under this Agreement is determined to be subject to Section 409A, if at the time of this Agreement will be construed in a Participant’s termination of employment manner that will comply with Section 409A, and provided further, however, that no person connected with this Agreement in any capacity, including but not limited to the Company and all Service Recipientsits affiliates, and their respective directors, officers, agents and employees, makes any representation, commitment or guarantee that any tax treatment, including but not limited to, federal, state and local income, estate and gift tax treatment, will be applicable with respect to any amounts payable or benefits provided under this Agreement. Notwithstanding any provision to the Participant contrary in this Agreement, if Executive is deemed on the Termination Date or expiration of the Term to be a “specified employee” as defined in within the meaning of Section 409A, then any payments and benefits under this Agreement that are subject to Section 409A and paid by reason of a termination of employment will be made or provided on the later of (a) the payment date set forth in this Agreement or (b) the date that is the earliest of (i) the expiration of the Code, and six-month period measured from the deferral Termination Date or expiration of the commencement Term, or (ii) the date of any payments or Executive’s death (the “Delay Period”). Payments and benefits otherwise payable hereunder as a result of such termination of service is necessary in order subject to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company Delay Period will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately be paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if Executive without interest for such payment or benefit is payable upon a termination of employmentdelay. For purposes of this Agreement, a The terms “termination of employment” shall have the same meaning and “separate from service” as used throughout this Agreement refer to a “separation from service” within the meaning of Section 409A. Any payments under this Agreement that may be excluded from Section 409A of the Code and Grantee either as separation pay due to an involuntary separation from service or as a short-term deferral shall be deemed excluded from Section 409A to have remained employed so long as Grantee has not “separated from service” with the Company or Successormaximum extent possible. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for For purposes of Section 409A of the Code409A, each installment payment provided under this Agreement shall be treated as a separate payment.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this This Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance payment, distribution or other benefit hereunder shall comply with the requirements of Section 409A of the Code. Further, notwithstanding anything herein or an exemption or exclusion therefrom, as well as any related regulations or other guidance promulgated by the U.S. Department of the Treasury or the Internal Revenue Service (“Section 409A”), to the contraryextent applicable, if at and shall in all respects be administered in accordance with Section 409A; provided, that, for the time avoidance of doubt, this provision shall not be construed to require a Participant’s termination gross-up payment in respect of employment any taxes, interest or penalties imposed on Executive as a result of Section 409A. To the extent any provision or term of this Agreement is ambiguous as to its compliance with Section 409A, the Company provision or term will be read in such a manner so that such provision or term and all Service Recipients, payments hereunder comply with Section 409A. To the Participant extent Executive is a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided and solely to the Participant) to the minimum extent necessary to satisfy avoid taxation and/or penalties under Section 409A 409A, no payment, distribution or other benefit described in this Agreement constituting a distribution of deferred compensation (within the Code until meaning of Treasury Regulation Section 1.409A-1(b)) to be paid during the six- (6) month period following Executive’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) will be made before the earlier of the date that is six (6) months and one after the date of separation or the date of Executive’s death. Instead, any such deferred compensation shall be paid on the first business day following the Participantearlier of the six- (6) month anniversary of Executive’s termination of employment with the Company (separation from service or the earliest date as is permitted of death of Executive. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. Any provision or term that would cause this Agreement or a payment, distribution or other benefit hereunder to fail to satisfy the requirements of Section 409A shall have no force or effect and, to the extent an amendment would be effective for purposes of Section 409A, the Code), if such payment or benefit is payable upon a termination of employment. parties agree that this Agreement shall be amended to comply with Section 409A. Such amendment shall be retroactive to the extent permitted by Section 409A. For purposes of this Agreement, a “termination of employment” shall have solely to the same meaning as “separation from service” extent necessary to avoid taxation and/or penalties under Section 409A of the Code and Grantee 409A, Executive shall not be deemed to have remained employed so long as Grantee terminated employment unless and until a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) has not “separated from service” with the Company or Successoroccurred. Each payment of PSUs (under Sections 4(e) and related dividend equivalent units) constitutes 7 shall be treated as a “separate payment” payment for purposes of Section 409A 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the Coderequirement that (i) any reimbursement shall be for expenses incurred during the time period 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 not later than the last day of Executive’s taxable year following the taxable year in which such expense was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. Notwithstanding anything herein to It is intended that this Agreement will comply with Section 409A of the contraryUnited States Internal Revenue Code of 1986, as amended (the "Code") and any regulations and guidelines issued thereunder, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of subject thereto, and the Regulations and this Agreement shall be interpreted consistently therewithon a basis consistent with such intent. However, under certain circumstances, settlement If an amendment of the PSUs or any dividend equivalent rights may not so qualify, and Agreement is necessary in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance order for it to comply with Section 409A of the Code. Further, notwithstanding anything herein 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 contraryextent reasonably possible. Notwithstanding any provision to the contrary in this Agreement, if at the time of Executive is deemed to be a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “"specified employee” as defined in Section 409A " within the meaning of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax that term under Section 409A 409A(a)(2)(B) of the Code, then with regard to any payment or the Company will defer the commencement of the payment provisions of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date benefit that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under required to be delayed pursuant to Section 409A 409A(a)(2)(B) of the Code), if such payment or benefit is payable upon a termination shall not be made or provided prior to the earlier of employment. For purposes (i) the expiration of this Agreement, a “termination the six (6)-month period measured from the date of employment” shall have the same meaning as “his "separation from service” " (as such term is defined in Treasury Regulations issued under Section 409A 409A), or (ii) the date of his death (the "Delay Period"). Upon the expiration of the Code Delay Period, all payments and Grantee benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be deemed paid or reimbursed to have remained employed so long as Grantee has not “separated from service” the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefor were paid by the Executive, the Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Company or Successor. Each payment shall pay the Executive an amount equal to the amount of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of such premiums paid by the CodeExecutive during the Delay Period promptly after its conclusion.

Section 409A. Notwithstanding anything herein to the contraryThe Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, to the maximum extent permitted by applicable lawor comply with, the settlement requirements of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. FurtherCode and any guidance promulgated under Section 409A of the Code (collectively, notwithstanding anything herein “Section 409A”) so that none of the payments or benefits will be subject to the contraryadditional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive (including settlement of Company equity awards that constitute deferred compensation under Section 409A), if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of a Participantthe Executive’s termination of employment with the Company and all Service Recipientsemployment, the Participant Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as defined it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the CodeCompany Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and the deferral of the commencement of any payments interest that may be imposed, or benefits otherwise payable hereunder other costs that may be incurred, as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code.409A.

Section 409A. Notwithstanding anything herein in this Agreement to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to compensation or benefits payable under this Agreement is intended to qualify as a that constitutes “short-term deferralnonqualified deferred compensation” pursuant to Section 1.409A-1(b)(4(“Deferred Compensation”) within the meaning of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and which is designated under this Agreement as payable upon your termination of employment shall be payable only upon your “separation from service” with the Company within the meaning of Section 409A of the Code (a “Separation from Service”) and, except as otherwise provided under this paragraph, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the sixtieth (60th) day following your Separation from Service. Further, notwithstanding anything Any installment payments that would have been made to you during the sixty (60) day period immediately following your Separation from Service but for the preceding sentence shall be paid to you on the sixtieth (60th) day following your Separation from Service and the remaining payments shall be made as provided in this Agreement. Notwithstanding any provision herein to the contrary, if you are deemed by the Company at the time of a Participant’s termination of employment with the Company and all your Separation from Service Recipients, the Participant is to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which you are entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of your benefits shall not be provided to you prior to the earlier of(i) the expiration of the six-month period measured from the date of your Separation from Service with the Company or (ii) the date of your death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to you (or your estate or beneficiaries), and any remaining payments due to you under this Agreement shall be paid as defined in otherwise provided herein. To the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, and the deferral any such reimbursements payable to you shall be paid to you no later than December 31 of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day year following the Participant’s termination year in which the expense was incurred, the amount of employment with expenses reimbursed in one year shall not affect the Company (amount eligible for reimbursement in any subsequent year, and your right to reimbursement under this Agreement will not be subject to liquidation or the earliest date as is permitted exchange for another benefit. Your right to receive any installment payments under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee including without limitation any continuation salary payments that are payable on Company payroll dates, shall be deemed treated as a right to have remained employed so long receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of permitted under Treasury Regulation Section 409A of the Code1.409A-2(b)(2)(iii).

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to If Executive becomes eligible for payments under this Agreement is intended to qualify as a on account of his “short-term deferralseparation from service,” pursuant to Section 1.409A-1(b)(4) within the meaning of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company ”) and all Service Recipients, the Participant Executive is a “specified employee” as defined in within the meaning of Section 409A of the Code, and the deferral as determined by Corporation, any portion of the commencement payments that either do not qualify under the “short-term deferral rule” or exceed two times the lesser of any payments or benefits otherwise payable hereunder (A) Executive’s “annualized compensation” for the calendar year preceding Executive’s separation from service (in each case, as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted those terms are defined under Section 409A of the Code), or (B) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year in which Executive’s separation from service occurs, and which are not otherwise exempt from Section 409A of the Code, 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 accrued amount will be paid in a single, lump sum cash payment. Furthermore, Corporation 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 is payable upon or the receipt thereof shall result in a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” tax to Executive arising under Section 409A of the Code and Grantee Code. The preceding provisions, however, shall not be deemed construed as a guarantee by the Corporation of any particular tax effect to have remained employed so long as Grantee has not “separated from service” with the Company or SuccessorExecutive under this Agreement. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” The parties agree that for purposes of Section 409A of the Code, the severance amounts payable under this Agreement shall be treated as a right to a series of separate payments. This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A of the Code. The Corporation 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 provisions of Section 409A of the Code.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable lawThis Agreement, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be Performance Share Units and payments made to the Grantee pursuant to this Agreement is are intended to comply with or qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) for an exemption from the requirements of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the CodeCode (“Section 409A”) and shall be construed consistently therewith and shall be interpreted in a manner consistent with that intention. Further, notwithstanding anything herein Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the contraryextent required to comply with Section 409A. Notwithstanding any other provision of this Agreement, if at the time of a Participant’s termination of employment with the Company and reserves the right, to the extent the Company deems necessary or advisable, in its sole discretion, to unilaterally amend the Plan and/or this Agreement to ensure that all Service RecipientsPerformance Share Units are awarded in a manner that qualifies for exemption from or complies with Section 409A, provided, however, that the Participant is a Company makes no undertaking to preclude Section 409A from applying to this Award of Performance Share Units. Any payments described in this Section 14(g) that are due within the “specified employeeshort term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. If and to the extent any portion of any payment, compensation or other benefit provided to the Participant in connection with his employment termination is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is a specified employee as defined in Section 409A(2)(B)(i) of the Code, and as determined by the deferral Company in accordance with its procedures, by which determination the Participant hereby agrees that he is bound, such portion of the commencement of any payments payment, compensation or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent other benefit shall not be paid before the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date day that is six months and plus one day following after the Participant’s termination date of employment with the Company separation from service (or the earliest date as is permitted determined under Section 409A of (the Code“New Payment Date”)), if except as Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such payment or benefit is payable upon a termination of employmentNew Payment Date, and any remaining payments will be paid on their original schedule. For purposes of this AgreementNotwithstanding the foregoing, a “termination of employment” the Company, its Affiliates, Directors, Officers and Agents shall have the same meaning as “separation from service” under no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of is not so exempt or compliant, or for any action taken by the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the CodeCommittee.

Section 409A. It is intended that the provisions of this Agreement comply with, or are exempt from, Section 409A, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to the Employee or for the Employee’s benefit under this Agreement may not be reduced by, or offset against, any amount owing by the Employee to the Company or any of its Affiliates. In the event that any 60-day period described in Section 8 of this Agreement straddles two calendar years, then any RSUs, and any dividends with respect thereto, that are settled within such 60-day period in accordance with this Agreement shall be settled in the second calendar year. If, at the time of the Employee’s separation from service (within the meaning of Section 409A), (a) the Employee shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (b) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day after such six-month period. Notwithstanding anything herein any provision of this Agreement to the contrary, in light of the uncertainty with respect to the maximum extent permitted by applicable lawproper application of Section 409A, the settlement Company reserves the right to make amendments to this Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, the PSUs Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Employee or for the Employee’s account in connection with this Agreement (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to taxes and penalties under Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify409A), and in that case, neither the Committee Company nor any of its Affiliates shall administer have any obligation to indemnify or otherwise hold the grant and settlement Employee harmless from any or all of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments taxes or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Codepenalties.

Section 409A. Notwithstanding anything herein to The intent of the contraryParties is that payments and benefits under this Agreement comply with Section 409A of the Code (“Section 409A”) or are exempt therefrom and, accordingly, to the maximum extent permitted by applicable lawpermitted, this Agreement will be interpreted and administered so as to be in compliance therewith. If Executive notifies the Company (with specificity as to the reason therefor) that Executive believes that any provision of this Agreement would cause Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made Company will, after consulting with Executive, reform such provision in a manner that is economically neutral to the Grantee pursuant Company to this Agreement attempt to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. The Parties hereby acknowledge and agree that (i) the payments and benefits due to Executive under Section 3 above are payable or provided on account of Executive’s “separation from service” within the meaning of Section 409A; and (ii) each installment of Severance Payment payable to Executive under Section 3(a) is intended to qualify be treated as a separate payment for purposes of Section 409A that is exempt from Section 409A, to the maximum extent possible, under the “short-term deferral” pursuant to exemption of Treasury Regulation Section 1.409A-1(b)(4) and/or the “involuntary separation pay” exemption of the Regulations and Treasury Regulation Section 1.409A-1(b)(9)(iii). Notwithstanding any provision of this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with Executive is determined by the Company and all Service Recipients, the Participant is to be a “specified employee” as defined in within the meaning of Section 409A, then any payment under this Agreement that is considered nonqualified deferred compensation subject to 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder be paid no earlier than (without any reduction in such payments or benefits ultimately paid or provided to the Participant1) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following after the Participantdate of Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” , or (2) the date of Executive’s death. In no event may Executive, directly or indirectly, designate the calendar year of any payment under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Codethis Agreement.

Section 409A. Notwithstanding anything herein The Company intends that all payments and benefits provided under the Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A so that none of the payments or benefits will be subject to the contraryadditional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted in accordance with this intent. No Deferred Payments will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the maximum extent permitted by applicable lawExecutive, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee if any, pursuant to this Agreement is intended that otherwise would be exempt from Section 409A pursuant to qualify as Treasury Regulation Section 1.409A-1(b)(9) will be paid or otherwise provided until Executive has a “short-term deferralseparation from service” pursuant to within the meaning of Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However409A. If, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participantthe Executive’s termination of employment with the Company and all Service Recipientsemployment, the Participant Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which means that the Executive will receive payment on the date that is 6 months and 1 day following the Executive’s separation from service, or, if earlier, the Executive’s death (such date, the “Delayed Payment Date”). All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. The Company reserves the right to amend the Agreement as defined it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under the Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Code, and Company Group be obligated to reimburse the deferral of Executive for any taxes that may be imposed on the commencement of any payments or benefits otherwise payable hereunder Executive as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code.409A.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to The payments and benefits under this Agreement is are intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) for an exemption from application of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until (“Section 409A”) or comply with its requirements to the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted extent necessary to avoid adverse personal tax consequences under Section 409A of 409A, and any ambiguities herein shall be interpreted accordingly. To the Code)extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, if and to the extent that such payment or benefit is payable upon a the termination of your employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as then such payments or benefits will be payable only upon your “separation from service.” The determination of whether and when a separation from service has occurred will be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). Anything in this Agreement to the contrary notwithstanding, if at the time of your separation from service, the Company determines that you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment will not be payable and such benefit will not be provided until the date that is the earlier of (A) six months and one day after your separation from service, (B) your death, or (C) such earlier date as permitted under Section 409A without imposition of adverse taxation. If any such delayed cash payment is otherwise payable on an installment basis, the first payment will include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the Code installments will be payable in accordance with their original schedule. The Company makes no representation or warranty and Grantee shall be deemed will have no liability to have remained employed so long as Grantee has not “separated from service” with the Company you or Successor. Each payment any other person if any provisions of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of this Agreement are determined to constitute deferred compensation subject to Section 409A of but do not satisfy an exemption from, or the Code.conditions of, Section 409A.

Section 409A. Notwithstanding anything herein The payments pursuant to the contrarythis Agreement are intended to be exempt from, to the maximum extent permitted by applicable lawor comply with, the settlement requirements of Section 409A (“Section 409A”) of the PSUs Internal Revenue Code of 1986, as amended (including any dividend equivalent rights related theretothe “Code”) to be made to the Grantee pursuant to and this Agreement is intended to qualify as a “short-term deferral” be interpreted and operated accordingly to the fullest extent possible; provided, however, that notwithstanding anything to the contrary in this Agreement, in no event shall the Company be liable to you for or with respect to any taxes, penalties or interest which may be imposed upon you pursuant to Section 1.409A-1(b)(4) of 409A. In accordance with the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that casepreceding sentences, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of date on which a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under pursuant to Section 409A of the Code and Grantee (“Separation from Service”) occurs shall be deemed to have remained employed so long treated as Grantee has not “separated from service” with the Company or Successor. Each payment termination of PSUs (and related dividend equivalent units) constitutes a “separate payment” employment date for purposes of determining the timing of payments under this Agreement to the extent necessary to have such payments under this Agreement be exempt from the requirements of Section 409A or comply with the requirements of Section 409A. To the Codeextent that any payments pursuant to this Agreement constitute “deferral of compensation” subject to Section 409A (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon Separation from Service, then, if you are a “Specified Employee” pursuant to Section 409A on the date of your Separation from Service, then to the extent required for you not to incur additional taxes pursuant to Section 409A, no such 409A Payment shall be made before the earlier of (i) 6 months after your Separation from Service, or (ii) the date of your death. Should the preceding sentence result in payments to you at a later time than otherwise would have been made under this Agreement, on the first day any such payments may be made without incurring additional tax pursuant to Section 409A (“409A Payment Date”), the Company shall make such payments provided that any amounts that would have been paid earlier but for the application of this paragraph shall be paid in a lump sum on the 409A Payment Date. For purposes of Section 409A, each payment installment shall be treated as a separate payment. The parties agree to cooperate to minimize the impact of Section 409A without materially changing the economic value of this Agreement to either party.

Section 409A. Notwithstanding anything herein to It is intended that the contrary, to the maximum extent permitted by applicable law, the settlement provisions of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance comply with Section 409A of the Code. FurtherInternal Revenue Code of 1986, notwithstanding anything herein to as amended (“Section 409A”), and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the contraryrequirements for avoiding taxes or penalties under Section 409A. If, if at the time of your separation from service (within the meaning of Section 409A), (a) you shall be a Participant’s termination specified employee (within the meaning of employment Section 409A and using the identification methodology selected by the Company from time to time) and (b) the Company shall make a good faith determination that an amount payable under this Agreement or any other plan, policy, arrangement or agreement of or with the Company (this Agreement and all Service Recipientssuch other plans, policies, arrangements and agreements, the Participant “Company Plans”) constitutes deferred compensation (within the meaning of Section 409A) the payment of which is a “specified employee” as defined required to be delayed pursuant to the six-month delay rule set forth in 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 service is necessary in order to prevent the imposition of any accelerated avoid taxes or additional tax penalties under Section 409A of the Code409A, then the Company will defer shall not pay any such amount on the commencement otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest, on the earlier of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A first day of the Code until the date that is six months and one day seventh month following the Participant’s termination of employment with the Company (such separation from service or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employmentyour death. For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treas. Reg. Section 1.409A-2(b)(2)(iii). Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to or for your benefit under any Company Plan may not be reduced by, or offset against, any amount owing by you to the Company. Except as specifically permitted by Section 409A, the benefits and reimbursements provided to you under this AgreementAgreement and any Company Plan during any calendar year shall not affect the benefits and reimbursements to be provided to you under the relevant section of this Agreement or Company Plan in any other calendar year, a “termination and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Further, in the case of employment” reimbursement payments, such payments shall have be made to you on or before the same meaning as “separation from service” last day of the calendar year following the calendar year in which the underlying fee, cost or expense is incurred. Notwithstanding the preceding, the Company makes no representations concerning the tax consequences of your participation in this Agreement under Section 409A or any other Federal, state or local tax law. Your tax consequences shall depend, in part, upon the application of relevant tax law, including Section 409A, to the Code relevant facts and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with circumstances. You should consult a competent and independent tax advisor regarding the Company or Successor. Each payment tax consequences of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Codethis Agreement.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is If you are a “specified employee” as defined within the meaning set forth in Section 409A the document entitled “409A: Policy of the CodeX.X. Xxxxxxxxx & Sons Company and its Affiliates Regarding Specified Employees” on your Termination Date, and the deferral of the commencement of then any payments amounts payable pursuant to this Agreement or benefits otherwise that (i) become payable hereunder as a result of such termination your Separation from Service and (ii) are subject to Code Section 409A as a result of service is your Separation from Service shall not be paid until the earlier of (x) the first business day of the sixth month occurring after the month in which the Termination Date occurs and (y) the date of your death. Notwithstanding the immediately preceding sentence, amounts payable to you as a result of your Separation from Service that do not exceed two times the lesser of (i) your annualized compensation based upon your annual rate of Base Salary for the year prior to the year in which the date of your Separation from Service occurs and (ii) the maximum amount that may be taken into account under Code Section 401(a)(17) in the year in which the date of your Separation from Service occurs may be paid as otherwise scheduled. If any compensation or benefits provided by this letter may result in the application of Code Section 409A, then the Company shall, in consultation with you, modify this Agreement to the extent permissible under Code Section 409A in the least restrictive manner necessary in order to prevent exclude such compensation and benefits from the imposition definition of any accelerated or additional tax under “deferred compensation” within the meaning of such Code Section 409A or in order to comply with the provisions of the CodeCode Section 409A. By signing this Agreement you acknowledge that if any amount paid or payable to you becomes subject to Code Section 409A, then the Company will defer the commencement of you are solely responsible for the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months taxes and one day following the Participant’s termination of employment with the Company (or the earliest date interest due as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Coderesult.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this This Award Agreement is intended to qualify as comply with Section 409A or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A. Any distribution pursuant to this Award Agreement that is subject to the requirements of Section 409A may only be made in a manner and upon an event permitted by Section 409A. Payments upon termination of Continuous Service may only be made upon a “short-term deferralseparation from service” pursuant to under Section 1.409A-1(b)(4) of 409A. Notwithstanding the Regulations foregoing, neither the Company nor any Related Entity makes any representations that the payments and benefits provided under this Award Agreement comply with Section 409A and in no event shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs Company or any dividend equivalent rights Related Entity be liable for all or any portion of any taxes, penalties, interest or other expenses that may not so qualify, and in that case, be incurred by the Committee shall administer the grant and settlement Participant on account of such PSUs and any dividend equivalent rights in strict non-compliance with Section 409A of the Code. Further, notwithstanding 409A. Notwithstanding anything herein to the contrarycontrary herein, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in Section 409A 409A, in the case of a distribution of Shares due to any termination, other than due to death, to the extent required to avoid incurring taxes under Section 409A, the distribution of Shares (and any Dividend Equivalent Rights) in respect of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code vested Units shall not occur until the date that which is six months and one day following the Termination Date (or, if earlier, upon the death of the Participant). Upon a distribution of Shares as provided herein, the Company shall cause the Shares then being distributed to be registered in the Participant’s termination name. From and after the date of employment with receipt of such distribution, the Company (Participant or the earliest date Participant’s legal representatives, beneficiaries or heirs, as is permitted under Section 409A of the Code)case may be, if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A full rights of the Code transfer or resale with respect to such Shares subject to applicable Company policies and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (state and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Codefederal regulations.

Section 409A. Notwithstanding anything herein to In the contraryevent that it is reasonably determined by the Company that, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a result of Section 409A (“short-term deferral” pursuant to Section 1.409A-1(b)(4409A”) of the Regulations Code (and any related regulations or other pronouncements thereunder), any of the payments or provision of benefits that Executive is entitled to under the terms of this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights nonqualified deferred compensation plan (as defined under Section 409A) may not so qualifybe made at the time contemplated by the terms hereof or thereof, and in that caseas the case may be, without causing Executive to be subject to income tax under Section 409A, the Committee shall administer Company will make such payment or provision of benefits on the grant and settlement of such PSUs and first day that would not result in Executive incurring any dividend equivalent rights in strict compliance with tax liability under Section 409A of the Code. Further, notwithstanding anything herein 409A. Thus to the contrary, if extent that at the time of a ParticipantExecutive’s termination of employment with the Company and all Service Recipientsemployment, the Participant is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise amounts payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Codecould not be paid until six (6) months after termination, then the Company will defer the commencement of the payment of any such payments or provision of benefits hereunder will be paid (without any reduction in with interest at the applicable federal rate) for instruments of less than one (1) year on the first date that such payments or provision of benefits ultimately paid will be permitted. In addition, other provisions of this Agreement or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with any other plan notwithstanding, the Company (shall have no right to accelerate any such payment or provision of benefits or to make any such payment or provision of benefits as the earliest date as is permitted under Section 409A result of the Code), an event if such payment or provision of benefits would, as a result, be subject to the tax imposed by Section 409A; provided, however, that if any payments or provision of benefits that the Company would otherwise be required to provide under this Agreement or any Company plan cannot be provided in the manner contemplated herein or under the applicable plan without subjecting Executive to income tax under Section 409A, the Company shall use its reasonable efforts, in good faith, to provide such intended payments or provision of benefits to Executive in an alternative manner that conveys an equivalent economic benefit is payable upon a termination to Executive (without materially increasing the aggregate cost to the Company) but in no event shall any payment or benefit be delayed longer than twelve (12) months on account of employment. For purposes the provisions of this AgreementSection 16. WYETH By: Name: Xxxx X. Xxxxx Title: Senior Vice President, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code.Human Resources By: Executive Date: Home Address:

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement The Restricted Stock Units and issuance of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is Shares thereunder are intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance comply with Code Section 409A of and the Code. Further, notwithstanding anything herein U.S. Treasury Regulations relating thereto so as not to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, subject the Participant is a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy additional taxes and interest under Code Section 409A or other adverse tax consequences. In furtherance of this intent, the Code until provisions of this Agreement will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes terms of this Agreement, a “termination the Plan or both, without the consent of employment” shall have the same meaning as “separation from service” under Participant, in the manner that the Committee may determine to be necessary or advisable in order to comply with Code Section 409A or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Code Section 409A if compliance is not practical. This Section 10 does not create an obligation on the part of the Company to modify the terms of this Agreement or the Plan and does not guarantee that the Restricted Stock Units or the delivery of Shares upon vesting/settlement of the Restricted Stock Units will not be subject to taxes, interest and penalties or any other adverse tax consequences under Code and Grantee Section 409A. Nothing in this Agreement shall be deemed provide a basis for any person to have remained employed so long as Grantee has not “separated from service” with take any action against the Company or Successor. Each payment any of PSUs (its Subsidiaries based on matters covered by Code Section 409A, including the tax treatment of any amounts paid under this Agreement, and related dividend equivalent units) constitutes a “separate payment” for purposes neither the Company nor any of Section 409A its Subsidiaries will have any liability under any circumstances to the Participant or any other party if the Restricted Stock Units, the delivery of Shares upon vesting/settlement of the Code.Restricted Stock Units or other payment or tax event hereunder that is intended to be exempt from, or compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Committee with respect thereto. Further, settlement of any portion of the Restricted Stock Units that is deferred compensation may not be accelerated or postponed except to the extent permitted by Code Section 409A.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) The payments and benefits under this Agreement are intended to be made to exempt from (and if not exempt from, compliant with) the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) application of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the CodeInternal Revenue Code of 1986, as amended (“Section 409A”), and this Agreement will be construed accordingly. Further, notwithstanding Notwithstanding anything herein to the contrarycontrary herein, to the extent required to comply with Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A. Executive’s right to receive any installment payments will be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of a ParticipantExecutive’s termination of employment with the Company and all Service Recipients, the Participant is separation from service to be a “specified employee” as defined in for purposes of Section 409A, and if any of the payments upon separation from service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” subject to Section 409A then, to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A and the related taxation under Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the Codesix-month period measured from the date of separation from service, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of taxation thereunder. With respect to payments to be made upon execution of an effective release, if the release revocation period spans two calendar years, payment will be made in the second of the two calendar years to the extent such amounts are “deferred compensation” under Section 409A and necessary to avoid taxation under Section 409A. Any taxable reimbursements due under the terms of this Agreement or any other agreement with the Company shall be paid no later than December 31 of the year after the year in which the expense is incurred, and the deferral all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the commencement regulations under Section 409A. The Company makes no representation or warranty and shall have no liability to Executive or any other person if any provisions of this Agreement or any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order are determined not to prevent the imposition of any accelerated or additional tax under be compliant with Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code.409A

Section 409A. This Agreement is intended to comply with or be exempt from Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance that may be issued after the Effective Date, “Section 409A”) and, to the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. However, notwithstanding any other provision of the Plan or this Agreement, if at any time the Company determines that the Units may be subject to Section 409A, the Company shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Company determines are necessary or appropriate either for the Units to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. Notwithstanding the foregoing or anything contained herein to the contrary, to the maximum extent permitted by applicable law, the settlement no provision of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and Plan or this Agreement shall be interpreted consistently therewithor construed to transfer any liability for failure to comply with the requirements of Section 409A from the Participant or any other individual to the Company or any of its affiliates. However, under certain circumstances, Each settlement of a Unit in connection with a Settlement Date shall be treated as a separate payment for purposes of Section 409A. To the PSUs or extent that any dividend equivalent rights may not so qualifyUnits are determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, then if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in (within the meaning of Section 409A 409A) at the time of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as his “separation from service” under (within the meaning of Section 409A 409A), then to the extent required by Section 409A, any Units that otherwise would have been settled within 6 months after the date of such separation from service instead shall be settled on the earlier of (i) six (6) months and one (1) day after the Participant’s separation from service and (ii) the date of the Code and Grantee shall Participant’s death. Further, the settlement of any Units may not be deemed accelerated except to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of extent permitted by Section 409A of the Code.409A.

Section 409A. Notwithstanding anything herein It is the intention of the Company and the Executive that the provisions of this Agreement comply with Section 409A of the Code and the final regulations promulgated thereunder (including the transition rules thereof), and all provisions of this Agreement shall be construed and interpreted in a manner consistent with Section 409A of the Code and such final regulations. To the extent necessary to avoid imposition of any additional tax or interest penalties under Section 409A (such tax and interest penalties, a “Section 409A Tax”), notwithstanding the contrary, to the maximum extent permitted by applicable lawtiming of payment provided in any other Section of this Agreement, the settlement timing of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee payment, distribution or benefit pursuant to this Agreement is intended shall be subject to qualify as a “shortsix-term deferral” pursuant to month delay in a manner consistent with Section 1.409A-1(b)(4409A(a)(2)(B)(i) of the Regulations Code, provided that (a) the Executive shall be credited with interest in respect of such payment, distribution or benefit during such six-month period at the rate set forth in Section 16 and (b) if the Executive dies during such six-month period, any such delayed payments shall not be further delayed, and shall be immediately payable to the Executive’s devisee, legatee or other designee or, should there be no such designee, to the Executive’s estate in accordance with the applicable provisions of this Agreement. From and after the Effective Date and for the remainder of the term of this Agreement, (i) the Company shall administer and operate this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. FurtherCode and the final regulations promulgated thereunder and any other applicable rules, notwithstanding anything herein regulations or other guidance promulgated thereunder as in effect from time to time, (ii) in the contrary, if at the time of a Participant’s termination of employment with event that the Company and all Service Recipientsdetermines, the Participant is after conducting a “specified employee” as defined in Section 409A reasonable review, that any provision of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy this Agreement does not comply with Section 409A of the Code until or any such rules, regulations or guidance and that the date Executive may become subject to a Section 409A Tax, the Company and the Executive shall negotiate in good faith to amend or modify such provision to avoid the application of such Section 409A Tax, provided that such amendment or modification shall not (and the Executive shall not be obligated to consent to any such amendment or modification that would) reduce the economic value to the Executive of such provision, and (iii) in the event that, notwithstanding the foregoing, the Executive is six months and one day following subject to a Section 409A Tax with respect to any such provision, then except to the Participantextent such Section 409A Tax is attributable to the Executive’s termination breach of employment with the Executive’s obligations under the immediately preceding clause (ii), the Executive shall be entitled to receive an additional payment from the Company (a “409A Gross-Up Payment”) in an amount such that, after payment by the Executive of all taxes (and any interest or the earliest date as is permitted under penalties imposed with respect to such taxes), including any income and employment taxes (and any interest and penalties imposed with respect thereto) and any Section 409A Tax imposed upon the 409A Gross-Up Payment, the Executive retains an amount of the Code)409A Gross-Up Payment equal to the Section 409A Tax imposed with respect to such provision. The provisions of Sections 8(c) and (d) shall apply mutatis mutandis to any claim by the Internal Revenue Service that, if such payment or benefit is payable upon successful, would give rise to a termination of employment. For purposes of this Agreement, a “termination of employment” shall have 409A Gross-Up Payment by the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the CodeCompany.

Section 409A. Notwithstanding anything herein This Agreement shall be interpreted to the contrarycomply with or, to the maximum extent permitted by applicable lawpossible, the settlement be exempt from Section 409A of the PSUs Internal Revenue Code of 1986, as amended (including any dividend equivalent rights related thereto) to be made the “Code”), and the regulations and guidance promulgated thereunder to the Grantee extent applicable (collectively “Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Solely to the extent that any otherwise required payment under this Agreement would not be exempt from Section 409A (any such payment, a “Non-Exempt Payment”), such Non-Exempt Payment shall comply with the following conditions: (a) the amount of the Non-Exempt Payment payable to Indemnitee in one calendar year shall not affect the amount of expenses eligible for payment or reimbursement in any other calendar year, whether pursuant to this Agreement is intended or any other agreement between the Indemnitee and the Company; (b) the Non-Exempt Payment shall be made to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) Indemnitee no later than the last day of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day calendar year following the Participant’s termination of employment with the Company (calendar year in which Indemnitee incurs or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has incurred the costs or Expenses giving rise to Indemnitee’s right to the Non-Exempt Payment; and (c) Indemnitee’s right to the Non-Exempt Payment shall not “separated from service” with be subject to liquidation or exchange for another benefit. Notwithstanding the Company or Successor. Each foregoing, in the event of a bona fide dispute regarding Indemnitee’s entitlement to the Non-Exempt Payment, payment of PSUs (and related dividend equivalent units) constitutes the Non-Exempt Payment may be delayed to a “separate payment” for purposes of later date to the extent permitted by the Treasury Regulations under Section 409A of the Code.409A. [Signature Page Follows]

Section 409A. It is the intention of HRG and Employee that this Agreement comply with the requirements of Section 409A of the Internal Revenue Code, and this Agreement will be interpreted in a manner intended to comply with or be exempt from Section 409A. HRG and Employee agree to negotiate in good faith to make amendments to this Agreement as the parties mutually agree are necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. Notwithstanding the foregoing, Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of Employee in connection with this Agreement (including any taxes and penalties under Section 409A), and neither HRG nor any affiliate shall have any obligation to indemnify or otherwise hold Employee (or any beneficiary) harmless from any or all of such taxes or penalties. Notwithstanding anything herein in this agreement to the contrary, to in the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) event that Employee is deemed to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in within the meaning of Section 409A(a)(2)(B)(i), no payments hereunder that are “deferred compensation” subject to 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 service is necessary in order shall be made to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided Employee prior to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six (6) months and one day following after the Participantdate of Employee’s termination “separation from service” (as defined in Section 409A) or, if earlier, Employee’s date of employment with the Company death. Following any applicable six (or 6) month delay, all such delayed payments will be paid in a single lump sum on the earliest date as is permitted under permissible payment date. For purposes of Section 409A 409A, each of the Code), if such payment or benefit is payable upon a termination of employmentpayments that may be made under this agreement are designated as separate payments. For purposes of this Agreementagreement, a with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall have be interpreted and applied in a manner that is consistent with the same meaning as requirements of Section 409A relating to “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code”.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this This Agreement is not intended to qualify as constitute a “short-term deferralnonqualified deferred compensation plan” pursuant to Section 1.409A-1(b)(4) within the meaning of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. FurtherNotwithstanding the foregoing, notwithstanding anything herein in the event this Agreement or any compensation or benefit paid to Executive hereunder is deemed to be subject to Section 409A of the Code, Executive and the Company agree to negotiate in good faith to adopt such amendments that are necessary to comply with Section 409A of the Code or to exempt such compensation or benefits from Section 409A of the Code. In addition, to the contraryextent (i) any compensation or benefits to which Executive becomes entitled under this agreement, if at the time of a Participantor any agreement or plan referenced herein, in connection with Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and all Service Recipients, (ii) Executive is deemed at the Participant is time of such termination of employment to be a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments compensation or benefits hereunder (without any reduction in such payments shall not be made or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code commence until the date that is six months and one day following after the Participantdate of Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” (or, if earlier, the date of the Executive’s death); provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive, including (without limitation) the additional twenty percent (20%) tax for which Executive would otherwise be liable under Section 409A 409A(a)(1)(B) of the Code and Grantee in the absence of such deferral. During any period compensation or benefits to Executive are deferred pursuant to the foregoing, Executive shall be deemed entitled to have remained employed so long as Grantee has not interest on such deferral at a per annum rate equal to the highest rate of interest applicable to six (6)-month money market accounts offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of such “separated separation from service.” with Upon the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A expiration of the Codeapplicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this section shall be paid to Executive or Executive’s beneficiary, if applicable, in one lump sum.

Section 409A. This Agreement as well as payments and benefits under this Agreement are intended to be exempt from, or to the extent subject thereto, to comply with Code Section 409A (“Section 409A”), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, the Limited Partner shall not be considered to have terminated employment with the Partnership for purposes of any payments under this Agreement which are subject to Section 409A until the Limited Partner has incurred a “separation from service” from the Partnership within the meaning of Section 409A. 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 and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in 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 service is necessary required in order to prevent the imposition of any avoid an accelerated or additional tax under Section 409A of 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the Code, then six-month period immediately following the Company will defer Limited Partner’s separation from service shall instead be paid on the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until first business day after the date that is six months and one day following the ParticipantLimited Partner’s termination separation from service (or, if earlier, the Limited Partner’s date of employment with death). To the Company (extent required to avoid an accelerated or the earliest date as is permitted additional tax under Section 409A 409A, amounts reimbursable to the Limited Partner shall be paid to the Limited Partner on or before the last day of the Code)year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Limited Partner) during one year may not affect amounts reimbursable or provided in any subsequent year, and no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, if such payment or benefit is payable upon a termination period specified for execution of employment. For purposes a release of this Agreementclaims begins in one taxable year and ends in a second taxable year, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code any payments and Grantee benefits hereunder shall be deemed to have remained employed so long as Grantee has not “separated from service” with made in the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Codesecond taxable year.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement For purposes of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code (“Section 409A”), it is intended that amounts payable pursuant to this Restricted Stock Unit Agreement qualify for the short-term deferral exception under Treas. Reg. Section 1.409A-1(b)(4) or any successor thereto, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with such exception. In the event that it is determined that any amounts payable pursuant to this Restricted Stock Unit Agreement do not qualify for the short-term deferral exception under Treas. Reg. Section 1.409A-1(b)(4) or any successor thereto, it is intended that the provisions of this Restricted Stock Unit Agreement comply with Section 409A, and all provisions of this Restricted Stock Unit Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A and any similar state or local law. Except as permitted under Section 409A, any amounts payable hereunder that constitute “nonqualified deferred compensation” (within the meaning of Section 409A) may not be reduced by, or offset against, any amount owing by Participant to the Company or any of its affiliates. To the extent required by Section 409A, any amounts payable hereunder that constitute nonqualified deferred compensation payable or provided to Participant upon a termination of employment or Change in Control, as applicable, shall only be paid or provided to Participant upon Participant’s separation from service (within the meaning of Section 409A) or an event described in Section 409A(a)(2)(v) of the Code, respectively. Further, notwithstanding anything herein Notwithstanding any other provision of this Restricted Stock Unit Agreement to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” (within the meaning of Section 409A, as defined determined in Section 409A accordance with the methodology established by the Company), amounts that constitute nonqualified deferred compensation that otherwise would be payable by reason of Participant’s separation from service during the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of six-month period immediately following such termination of separation from service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately shall instead be paid or provided to on the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until first business day following the date that is six months and one day following Participant’s separation from service or any earlier date permitted by Section 409A. If Participant dies following the separation from service and prior to the payment of any amounts delayed on account of Section 409A, such amounts shall be paid to the personal representative of Participant’s termination estate within 30 days following the date of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the CodeParticipant’s death.

Section 409A. Notwithstanding anything herein It is the intent of the parties that all payments and benefits under this Agreement shall comply with Section 409A of the Internal Revenue Code (“Section 409A”), to the contraryextent subject thereto, and to the maximum extent permitted by applicable lawpermitted, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and administered to be in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Codeor an exception thereto. Further, notwithstanding Notwithstanding anything herein in this Agreement to the contrary, if at the time of a Participant’s termination of Executive shall not be considered to have terminated employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement Employer for purposes of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order under this Agreement that are subject to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon Executive has had a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” from Employer (as defined in Treasury Regulation Section 1.409A-1(h) (applying the default rules of Treasury Regulation Section 1.409A-1(h)). Each amount to be paid or benefit to be provided under Section 409A of the Code and Grantee this Agreement shall be deemed to have remained employed so long treated as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A 409A. To the extent required in order to avoid accelerated taxation and penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided during the six (6) month period immediately following Executive’s “separation from service” shall instead be paid on the first business day of the Code.seventh month following Executive’s separation from service (or, if earlier, Executive’s death). To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or 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 to Executive) during one year shall not affect amounts reimbursable or provided in any subsequent year. Nothing in this Section 6(l) shall prohibit Employer or Executive from making use of any Section 409A exemption that may be applicable to a payment or benefit under this Agreement. Notwithstanding any other provision of this Agreement to the contrary, neither the time nor schedule of any payment under this Agreement may be accelerated or subject to further deferral except as permitted by Section 409A and the applicable regulations. Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement except as permitted by Section 409A and the applicable regulations. Employer makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A. Executive acknowledges that Employer has advised Executive to seek his own counsel with respect to the federal, state, or local tax treatment of any payments or benefits under this Agreement, including the treatment of payments under Section 409A.

Section 409A. This Agreement as well as payments and benefits under this Agreement are intended to be exempt from, or to the extent subject thereto, to comply with Code Section 409A (“Section 409A”), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, the Limited Partner shall not be considered to have terminated employment with the Partnership for purposes of any payments under this Agreement which are subject to Section 409A until the Limited Partner has incurred a “separation from service” from the Partnership within the meaning of Section 409A. 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 and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in 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 service is necessary required in order to prevent the imposition of any avoid an accelerated or additional tax under Section 409A of 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the Code, then six-month period immediately following the Company will defer Limited Partner’s separation from service shall instead be paid on the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until first business day after the date that is six months and one day following the ParticipantLimited Partner’s termination separation from service (or, if earlier, the Limited Partner’s date of employment with death). To the Company (extent required to avoid an accelerated or the earliest date as is permitted additional tax under Section 409A 409A, amounts reimbursable to the Limited Partner shall be paid to the Limited Partner on or before the last day of the Code)year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Limited Partner) during one year may not affect amounts reimbursable or provided in any subsequent year, if such payment and no reimbursement or in-kind benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed subject to have remained employed so long as Grantee has not “separated from service” with the Company liquidation or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” exchange for purposes of Section 409A of the Codeanother benefit.

Section 409A. This Agreement as well as payments and benefits under this Agreement are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, the Limited Partner shall not be considered to have terminated employment with the maximum extent permitted by applicable law, Partnership for purposes of any payments under this Agreement which are subject to Section 409A until the settlement Limited Partner has incurred a “separation from service” from the Partnership within the meaning of the PSUs (including any dividend equivalent rights related thereto) Section 409A. Each amount to be made paid or benefit to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and be provided under this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement construed as a separate identified payment for purposes of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs Section 409A and any dividend equivalent rights payments described in strict compliance with Section 409A of this Agreement that are due within the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employeeshort term deferral period” as defined in Section 409A of the CodeCode shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, and to the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary extent required in order to prevent the imposition of any avoid an accelerated or additional tax under Section 409A of 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the Code, then six (6)-month period immediately following the Company will defer Limited Partner’s separation from service shall instead be paid on the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until first business day after the date that is six (6) months and one day following the ParticipantLimited Partner’s termination separation from service (or, if earlier, the Limited Partner’s date of employment with death). To the Company (extent required to avoid an accelerated or the earliest date as is permitted additional tax under Section 409A 409A, amounts reimbursable to the Limited Partner shall be paid to the Limited Partner on or before the last day of the Code), if such payment or benefit is payable upon a termination year following the year in which the expense was incurred and the amount of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs expenses eligible for reimbursement (and related dividend equivalent unitsin kind benefits provided to the Limited Partner) constitutes a “separate payment” for purposes of Section 409A of the Codeduring one year may not affect amounts reimbursable or provided in any subsequent year.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this This Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance comply with Section 409A of the CodeInternal Revenue Code of 1986, as amended (“Section 409A”), or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Further, notwithstanding anything herein Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the contrarymaximum extent possible. For purposes of Section 409A, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder each installment payment provided under this Agreement shall be treated as a result of such termination of service is necessary in order separate payment. Any payments to prevent the imposition of any accelerated or additional tax be made under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable this Agreement upon a termination of employment. For purposes of this Agreement, employment shall only be made upon a “termination of employment” shall have the same meaning as “"separation from service” " under Section 409A of 409A. Notwithstanding the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with foregoing, the Company or Successor. Each payment of PSUs (makes no representations that the payments and related dividend equivalent units) constitutes a “separate payment” for purposes of benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of the Codeany taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A. EMPLOYEE HAS BEEN ADVISED IN WRITING THAT EMPLOYEE HAS HAD AT LEAST TWENTY-ONE (21) DAYS TO CONSIDER THIS AGREEMENT AND TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT. EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) DAY CONSIDERATION PERIOD. HAVING ELECTED TO EXECUTE THIS AGREEMENT, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE BENEFITS SET FORTH IN SECTION 1 ABOVE, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE (TO THE EXTENT SET FORTH HEREIN), ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST THE COMPANY.

Section 409A. Notwithstanding anything herein to the contrarycontrary in this Agreement, if the Executive is a “specified employee” (as defined and applied in Section 409A) as of the Date of Termination, to the maximum extent permitted any payment under this Agreement constitutes deferred compensation (after taking into account any applicable exemptions under Section 409A) and to the extent required by applicable lawSection 409A, the Executive shall instead receive such payments (including settlement of equity awards) on the PSUs earlier of (including any dividend equivalent rights related theretoa) to be made the first day following the six-month anniversary of the Date of Termination, or (b) the Executive’s date of death, to the Grantee pursuant extent such delay is otherwise required in order to avoid a prohibited distribution under Section 409A. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Agreement is intended shall be considered a “separate payment.” Further, to qualify as a the extent the payments contemplated under Section 2(b) constitute deferred compensation and the 65-day payment period described in Section 2(b) spans two calendar years, then the payments contemplated thereunder shall be paid in the second calendar year. In addition, for purposes of Section 409A, payments shall be deemed exempt from Section 409A to the full extent possible under the “short-term deferral” pursuant to Section exemption of Treasury Regulation § 1.409A-1(b)(4) and (with respect to amounts paid no later than the second calendar year following the calendar year containing the Date of Termination) the “two-years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. Notwithstanding anything to the contrary in this Agreement, the Company may amend the Agreement, or take any other actions, as deemed necessary or appropriate to (a) exempt any payment or benefit under the Agreement from Section 409A and/or preserve the intended tax treatment of the Regulations payments or benefits under the Agreement, or (b) comply with the requirements of Section 409A and thereby avoid the application of any penalty taxes under such Section, but the Company shall not be under any obligation to make any such amendment. Nothing in this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or provide a basis for any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein person to the contrary, if at the time of a Participant’s termination of employment with take action against the Company and all Service Recipientsbased on matters covered by Section 409A, including the Participant is a “specified employee” as defined in Section 409A tax treatment of any payment or benefit under the CodeAgreement, and the deferral of the commencement of Company shall not under any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of circumstances have any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided liability to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (Executive, his estate or the earliest date as is permitted under Section 409A of the Code)any other party for any taxes, if such penalties or interest due on any payment or benefit is payable upon a termination of employment. For purposes of under this Agreement, a “termination of employment” shall have the same meaning as “separation from service” including taxes, penalties or interest imposed under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code.409A.

Section 409A. Notwithstanding anything herein to Although the contraryCompany does not guarantee the tax treatment of any payments under this Agreement, the intent of the Company is that the payments under this Agreement be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and all Treasury Regulations and guidance promulgated thereunder (“Code Section 409A”) under the “short-term deferral exception” and to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be limited, construed and interpreted consistently therewithin accordance with such intent. HoweverThe Company intends that the performance conditions applicable to the Performance-Based RSUs relate to the Company’s business activities and/or organizational goals within the meaning of Treas. Reg. 1.409A-1(d)(1). In no event whatsoever shall the Company or its affiliates or their respective officers, under certain circumstancesdirectors, settlement of employees or agents be liable for any additional tax, interest or penalties that may be imposed on the PSUs Participant by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding the foregoing or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement other provision of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein this Agreement to the contrary, if at the time of a the Participant’s termination of employment with the Company and all Service Recipientsseparation from service (as defined in Code Section 409A), the Participant is a “specified employeeSpecified Employee,” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the payment or commencement of the payment of any such payments or benefits hereunder nonqualified deferred compensation subject to Code Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six (6) months and one day following the Participant’s termination of employment with the Company (or separation from service or, if earlier, the earliest other date as is permitted under Code Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the Code)six (6) month period or such shorter period, if such payment or benefit is payable upon a termination of employmentapplicable). For purposes of this Agreement, The Participant will be a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate paymentSpecified Employee” for purposes of Section 409A this Agreement if, on the date of the CodeParticipant’s separation from service, the Participant is an individual who is, under the method of determination adopted by the Company designated as, or within the category of employees deemed to be, a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination.

Section 409A. Notwithstanding anything herein to the contraryother provisions hereof, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to comply with or otherwise be exempt from the requirements of Section 1.409A-1(b)(4) 409A of the Regulations Code and the regulations and administrative guidance promulgated thereunder (“Section 409A”), to the extent applicable, and this Agreement shall be interpreted consistently therewith. Howeverto avoid any taxes or penalty sanctions under Section 409A. Accordingly, under certain circumstancesall provisions herein, settlement or incorporated by reference, shall be construed and interpreted to comply with or otherwise be exempt from Section 409A. No interest will be payable with respect to any amount paid within a time period permitted by, or delayed because of, Section 409A. All payments to be made upon a termination of the PSUs or any dividend equivalent rights may not so qualify, and in Participant’s employment under this Agreement that case, the Committee shall administer the grant and settlement constitute deferred compensation for purposes of such PSUs and any dividend equivalent rights in strict compliance with Section 409A may only be made upon a “separation from service” under Section 409A. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. Any amount payable to the Participant pursuant to this Agreement during the six (6) month period immediately following the date of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment that is not otherwise exempt from Section 409A, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of the Participant’s separation from service, the Company’s (or any entity required to be aggregated with the Company under Section 409A) stock is publicly-traded on an established securities market or otherwise and all Service Recipients, the Participant is a “specified employee” (as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code409A), then the Company will defer shall postpone the commencement of the payment of any such payments or benefits hereunder Excess Amount for six (without any reduction 6) months following the date of the Participant’s termination of employment. The delayed Excess Amount shall be paid in such payments or benefits ultimately paid or provided a lump sum to the Participant) to Participant on the minimum extent necessary to satisfy Section 409A of the Code until Company’s first normal payroll date following the date that is six (6) months and one day following the date of the Participant’s termination of employment with employment. If the Company Participant dies during such six (or 6) month period and prior to the earliest date as is permitted under Section 409A payment of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A portion of the Code and Grantee Excess Amount that is required to be delayed on account of Section 409A, such Excess Amount shall be deemed paid to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs Participant’s estate within sixty (and related dividend equivalent units60) constitutes a “separate payment” for purposes of Section 409A of days after the CodeParticipant’s death.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) The payments and benefits under this Agreement are intended to be made to exempt from (and if not exempt from, compliant with) the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) application of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the CodeInternal Revenue Code of 1986, as amended (“Section 409A”), and this Agreement will be construed accordingly. Further, notwithstanding Notwithstanding anything herein to the contrarycontrary herein, to the extent required to comply with Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A. Executive’s right to receive any installment payments will be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of a ParticipantExecutive’s termination of employment with the Company and all Service Recipients, the Participant is separation from service to be a “specified employee” as defined in for purposes of Section 409A, and if any of the payments upon separation from service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” subject to Section 409A then, to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A and the related taxation under Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the Codesix-month period measured from the date of separation from service, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of taxation thereunder. With respect to payments to be made upon execution of an effective release, if the release revocation period spans two calendar years, payment will be made in the second of the two calendar years to the extent such amounts are “deferred compensation” under Section 409A and necessary to avoid taxation under Section 409A. Any taxable reimbursements due under the terms of this Agreement or any other agreement with the Company shall be paid no later than December 31 of the year after the year in which the expense is incurred, and the deferral all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the commencement regulations under Section 409A. The Company makes no representation or warranty and shall have no liability to Executive or any other person if any provisions of this Agreement or any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order are determined not to prevent the imposition of any accelerated or additional tax under be compliant with Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code.409A.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this This Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance comply with Section 409A of the CodeCode (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Further, notwithstanding anything herein Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the contrarymaximum extent possible. For purposes of Section 409A, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder each installment payment provided under this Agreement shall be treated as a result of such termination of service is necessary in order separate payment. Any payments to prevent the imposition of any accelerated or additional tax be made under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable this Agreement upon a termination of employment. For purposes of this Agreement, employment shall only be made upon a “termination of employment” shall have the same meaning as “separation from service” under Section 409A 409A. Notwithstanding the foregoing, the Corporation makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Corporation be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Executive in connection with Executive’s termination of employment is determined to constitute “nonqualified deferred compensation” within the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes meaning of Section 409A and Executive is determined to be a “specified employee” (as defined in Section 409A(a)(2)(b)(i) of the Code), then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary of the Termination Date or, if earlier, on Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (b) any reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (c) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

Section 409A. Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Code Section 409A shall be provided and paid in a manner, and at such time, including without limitation payment and provision of benefits only in connection with the occurrence of a permissible payment event contained in Code Section 409A (e.g., separation from service from the Company and its affiliates as defined for purposes of Code Section 409A), and in such form, as complies with the applicable requirements of Code Section 409A to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of his Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order a failure to comply with Code Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-month period measured from the date of Executive’s Separation from Service 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) period, all payments deferred pursuant to this Section 10 shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments payable hereunder shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment. Notwithstanding anything herein to the contrary, to all taxable reimbursements and in-kind benefits provided by the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and Company under this Agreement shall be interpreted consistently therewithmade or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred by Executive during the period of time specified in the Agreement; (ii) any in-kind benefits must be provided by the Company during the period of time specified in the Agreement; (iii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. HoweverNotwithstanding the foregoing, under certain circumstances, settlement of in no event will the PSUs Company or any dividend equivalent rights may not so qualifyof its officers, and in that case, the Committee shall administer the grant and settlement of such PSUs and directors or employees be liable to Executive or any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, other person if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit which is payable upon a termination of employment. For purposes of provided pursuant to or in connection with this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Agreement which is considered to be deferred compensation subject to Code Section 409A of the fails to be exempt from or comply with Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code.409A.

Section 409A. Notwithstanding anything herein It is the intention of the Company, the Bank, and the Executive that the severance benefits payable to the contraryExecutive under Section 6.2 either be exempt from, to the maximum extent permitted by applicable lawor otherwise comply with, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A (“Section 409A”) of the Code. FurtherNotwithstanding any other term or provision of this Agreement, notwithstanding anything herein to the contraryextent that any provision of this Agreement is determined by the Company or the Bank, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of Change in Control or the timing of commencement and completion of severance benefits and/or other benefit payments to the Executive hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to exempt the benefit from or to comply with Section 409A. The Company, the Bank and the Executive acknowledge and agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six months or more, or otherwise modify the commencement of severance and/or other benefit payments; (iii) modify the completion date of severance and/or (iv) other benefit payments and/or reduce the amount of the benefit otherwise provided. The Company, Bank and the Executive further acknowledge and agree that if, in the judgment of the Company or the Bank, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to exempt the benefits from or to comply with Section 409A, the Company, the Bank, and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it exempts the benefits from or to comply with Section 409A (with the most limited possible economic effect on the Company, the Bank and the Executive). For example, if this Agreement is subject to Section 409A and Section 409A requires that severance and/or other benefit payments must be delayed until at least six months after the time of Executive terminates employment, then the Bank, the Company and the Executive shall delay payments and/or promptly seek a Participantwritten amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six months following the Executive’s termination of employment with and substitute therefore a lump sum payment or an initial installment payment, as applicable, at the beginning of the 7th month following the Executive’s termination of employment which, in the case of an initial installment payment, would be equal in the aggregate to the amount of all such payments thus eliminated. Notwithstanding the foregoing, (a) the Executive and the Executive’s dependents shall not be denied access to and participation in any health or medical insurance coverage and benefits, for any period of time the Executive and the Executive’s dependents are otherwise eligible, and (b) the Executive acknowledges and agrees that the Company and all Service Recipients, or the Participant Bank shall have the exclusive authority to determine whether the Executive is a “specified employee” as defined in Section 409A of within the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code409A(a)(2)(B)(i).

Section 409A. Notwithstanding It is the intent of the parties that the payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance issued thereunder (“Section 409A”) (except to the extent exempt as short term deferrals or otherwise) and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In the event that following the Effective Date the Company reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company and Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the maximum extent permitted by applicable lawrequired in order to avoid accelerated taxation and/or tax penalties under Section 409A, the settlement of the PSUs (including any dividend equivalent rights related thereto) to amounts that would otherwise be made to the Grantee payable and benefits that would otherwise be provided pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualifyother arrangement between the Executive and the Company or its affiliates during the six-month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, and in that caseif earlier, the Committee shall administer Executive’s date of death). To the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein extent required to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any avoid an accelerated or additional tax under Section 409A 409A, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the Codeyear following the year in which the expense was incurred, then and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments and benefits described in this Agreement will defer be exempt from or comply with Section 409A and, except to the commencement of extent provided in this Section 18, makes no undertaking to preclude Section 409A from applying to any such payment. The Executive shall be solely responsible for the payment of any such payments taxes and penalties incurred under 409A or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A other provision of the Code.

Section 409A. The parties intend that this Agreement will be administered in accordance with Section 409A. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt or comply with Section 409A. The parties agree that this Agreement may be amended, as reasonably requested by either party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the payments and benefits provided hereunder without additional cost to either party. The Company makes no representation or warranty and shall have no liability to Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, Section 409A. Notwithstanding anything contained herein to the contrary, to the maximum extent permitted by applicable lawrequired in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the settlement Company or any subsidiary or affiliate thereof for purposes of this Agreement unless Executive would be considered to have incurred a “separation from service” within the PSUs (including meaning of Section 409A from the Company or any dividend equivalent rights related thereto) of its subsidiaries or affiliates. Each amount to be made paid or benefit to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and be provided under this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement construed as a separate identified payment for purposes of the PSUs or any dividend equivalent rights may not so qualifySection 409A, and any payments described in this Agreement that case, are due within the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights “short term deferral period” as defined in strict compliance with Section 409A of shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the Code. Further, foregoing and notwithstanding anything contained herein to the contrary, if Executive is deemed by the Company at the time of a ParticipantExecutive’s termination of employment with the Company and all Service Recipients, the Participant is separation from service to be a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A 409A, to the extent delayed commencement of any portion of the Codebenefits to which Executive is entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-(6) month period measured from the date of Executive’s separation from service or (b) the date of Executive’s death.

Section 409A. Notwithstanding anything herein to It is also the contrary, to the maximum extent permitted by applicable law, the settlement intention of the PSUs (including any dividend equivalent rights related thereto) to be this Agreement that all income tax liability on payments made to the Grantee pursuant to this Agreement is intended or any Benefit Plans be deferred until Executive actually receives such payment to qualify as a “short-term deferral” pursuant the extent Code Section 409A applies to Section 1.409A-1(b)(4) such payments. Therefore, if any provision of the Regulations and this Agreement or any Benefit Plans is found not to be in compliance with any applicable requirements of Code Section 409A, that provision will be deemed amended and will be construed and administered, insofar as possible, so that this Agreement and any Benefit Plans, to the extent permitted by law and deemed advisable by the Company, do not trigger taxes and other penalties under Code Section 409A; provided, however, that Executive will not be required to forfeit any payment otherwise due without Executive’s consent. In the event that, despite the parties’ intentions, any amount hereunder becomes taxable prior to the date that it would otherwise be paid, the Company shall pay to the Executive (which payment may be made in whole or in part by way of direct remittance to appropriate tax authorities) the portion of such amount needed to pay applicable income and excise taxes and any interest or other penalties on such amounts. Any remaining portion of such amount shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein paid to the contrary, if Executive at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “otherwise specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have subject to Section 3(b). Nothing in this Section 7(c) increases the same meaning as “separation from service” Company’s obligations to Executive under this Agreement or any Benefit Plans. Executive remains solely liable for any taxes, including but not limited to any penalties or interest due to Code Section 409A of or otherwise, on the Code and Grantee payments made hereunder or under any Benefit Plans. The preceding provisions shall not be deemed to have remained employed so long construed as Grantee has not “separated from service” with a guarantee by the Company of any particular tax effect for payments made pursuant to this Agreement or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Codeany Benefit Plans.

Section 409A. The intent of the parties is that payments and benefits 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. In the event that any provision of Agreement or any other agreement or award referenced herein is mutually agreed by the parties to be in violation of Section 409A of the Code, the parties shall cooperate reasonably to attempt to amend or modify this Agreement (or other agreement or award) in order to avoid a violation of Section 409A of the Code while attempting to preserve the economic intent of the applicable provision. Notwithstanding anything contained herein to the contrary, the Executive 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 until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) required in order to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, avoid accelerated taxation and/or tax penalties under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between the Executive and the deferral Company during the six-month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier, the Executive’s date of death). If the separation pay provided by this Agreement is considered deferred compensation subject to Section 409A of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary Code and the period to consider the Release spans two (2) tax years, then the severance will be paid with the first regularly scheduled payroll in order the second tax year or, if later, the date on which the Release becomes irrevocable. To the extent required to prevent the imposition of any avoid an accelerated or additional tax under Section 409A of the Code, then amounts reimbursable to the Company will defer Executive under this Agreement shall be paid to the commencement Executive on or before the last day of the payment year following the year in which the expense was incurred and the amount of any such payments or expenses eligible for reimbursement (and in kind benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantExecutive) to the minimum extent necessary to satisfy Section 409A during one year may not affect amounts reimbursable or provided in any subsequent year. DBRG makes no representation that any or all of the Code until the date that is six months and one day following the Participant’s termination of employment payments described in this Agreement will be exempt from or comply with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed makes no undertaking to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of preclude Section 409A of the CodeCode from applying to any such payment. For purposes of this Section 9(j), Section 409A of the Code shall include all regulations and guidance promulgated thereunder.

Section 409A. Notwithstanding anything herein This Agreement is intended to comply with the contraryrequirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent permitted by applicable lawpossible, under either the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee separation pay exemption pursuant to this Agreement is intended to qualify Treasury regulation §1.409A-1(b)(9)(iii) or as a “short-term deferral” deferrals pursuant to Section Treasury regulation §1.409A-1(b)(4) ), and for purposes of the Regulations and separation pay exemption, each installment paid to Executive under this Agreement shall be interpreted consistently therewithconsidered a separate payment. However, In the event the terms of this Agreement would subject Executive to taxes or penalties under certain circumstances, settlement Section 409A of the PSUs or any dividend equivalent rights may not so qualify, and in that caseCode (“409A Penalties”), the Committee Company and Executive shall administer cooperate diligently to amend the grant terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and settlement similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contraryNotwithstanding any other provision in this Agreement, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant Executive is a “specified employee,” as defined in Section 409A of the Code, and the deferral as of the commencement date of Executive’s separation from service, then to the extent any payments or benefits otherwise amount payable hereunder as a result under this Agreement (i) constitutes the payment of such termination nonqualified deferred compensation, within the meaning of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participantii) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes Executive’s separation from service and (iii) under the terms of this Agreement, a “termination Agreement would be payable prior to the six-month anniversary of employment” shall have the same meaning as “Executive’s separation from service” under Section 409A , such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated separation from service” with service or (b) the Company or Successordate of Executive’s death. Each In addition, each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes nonqualified deferred compensation, within the meaning of Section 409A of the Code, which is conditioned upon Executive’s execution of a release and which is to be paid during a designated period that begins in a first taxable year and ends in a second taxable year shall be paid in the second taxable year. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement during a calendar year shall not affect the amount of expenses eligible for reimbursement during any other calendar year. The right to any reimbursement pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Section 409A. The parties intend for the payments and benefits under this Agreement to be exempt from Section 409A of the Code or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and intend that this Agreement shall be construed and administered in accordance with such intention. In the event the Company determines that a payment or benefit under this Agreement may not be in compliance with Section 409A of the Code, subject to Section 5(a) herein, the Company shall reasonably confer with Executive in order to modify or amend this Agreement to comply with Section 409A of the Code and to do so in a manner to best preserve the economic benefit of this Agreement. Notwithstanding anything contained herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) required in order to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, avoid accelerated taxation and/or tax penalties under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein (i) no amounts shall be paid to Executive under Section 8 of this Agreement until Executive would be considered to have incurred a “separation from service” from the contraryCompany within the meaning of Section 409A of the Code; (ii) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six (6) months following Executive’s separation from service (or death, if earlier), with interest for any cash payments so delayed, from the date such cash amounts would otherwise have been paid at the time short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of the Code for the month in which the payment would have been made but for the delay in payment required to avoid the imposition of an additional rate of tax on Executive; (iii) each amount to be paid or benefit to be provided under this Agreement shall be construed as a Participant’s termination separately identified payment for purposes of employment with Section 409A of the Company and all Service Recipients, Code; (iv) any payments that are due within the Participant is a “specified employeeshort term deferral period” as defined in Section 409A of the Code, Code shall not be treated as deferred compensation unless applicable law requires otherwise; and (v) amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the deferral amount of the commencement of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder one (without any reduction in such payments or benefits ultimately paid 1) year may not affect amounts reimbursable or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Codein any subsequent year.

Section 409A. a) The Company and Employee intend that the payments and benefits provided for in this Agreement either be exempt from Section 409A of the Internal Revenue Code, as amended (the “Code”), or be provided in a manner that complies with Section 409A, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 25. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Section 409A or damages for failing to comply with Section 409A. Notwithstanding anything contained herein to the contrary, to the maximum extent permitted by applicable law, the settlement all payments and benefits under Section 9 of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement paid or provided only at the time of a termination of Employee’s employment that constitutes a “separation from service” from the PSUs or any dividend equivalent rights may not so qualify, and in that case, Company within the Committee shall administer the grant and settlement meaning of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of and the Coderegulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, notwithstanding anything herein to the contrary, if at the time of a ParticipantEmployee’s termination of employment with the Company and all Service RecipientsCompany, the Participant Employee is a “specified employee” as defined in Section 409A of as determined by the CodeCompany in accordance with Section 409A, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantEmployee) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is at least six months and one day following the ParticipantEmployee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code) (the “Permitted Payment Date”). Thereafter, if such payments will commence and continue in accordance with this Agreement until paid in full; provided that any payment or benefit that is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have delayed pursuant to the same meaning as “separation from service” under Section 409A provisions of the Code and Grantee immediately preceding sentence shall instead be deemed paid in a lump sum (subject to have remained employed so long as Grantee has not “separated from service” with all applicable withholding) promptly following the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the CodePermitted Payment Date.

Section 409A. Notwithstanding anything herein to the contraryIt is intended that this Agreement will comply with Section 409A, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of subject thereto, and the Regulations and this Agreement shall be interpreted consistently therewithon a basis consistent with such intent. HoweverIf an amendment of this Agreement is necessary in order for it to comply with Section 409A, under certain circumstances, settlement the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein parties to the contraryextent reasonably possible. Notwithstanding any provision to the contrary in this Agreement, if at the time Executive is deemed on the date of a Participant’s termination his “separation from service” (within the meaning of employment with the Company and all Service Recipients, the Participant is Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” as defined in (within the meaning of Treas. Reg. Section 409A 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, and the deferral portion, if any, of such payment so required to be delayed shall not be made prior to the earlier of (i) the expiration of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder six (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until 6)-month period measured from the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as his “separation from service” under Section 409A ”, or (ii) the date of his death (the “Delay Period”). Upon the expiration of the Code Delay Period, all payments delayed pursuant to this Section shall be paid to the Executive in a lump sum, and Grantee any remaining payments shall be made as provided in the Agreement and in a manner in accordance with Section 409A. The Companies shall not have any obligation to indemnify or otherwise protect the Executive from any obligation to pay any taxes pursuant to Section 409A. In the event that this Agreement or any compensation payable hereunder shall be deemed not to comply with (or be exempt from) Section 409A, then neither the Companies, the Board, the Board of Directors of KKDC, nor its or their designees or agents, shall be liable to the Executive or other persons for actions, decisions or determinations made in good faith. With respect to any reimbursement or in-kind benefit arrangements of the Companies and their subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (a) 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 be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (b) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (c) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Companies. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each be a separate payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A 409A. Any reimbursement by the Company pursuant to Section 12.01(c) herein shall be made to the Executive not later than the end of the CodeExecutive’s taxable year following the taxable year in which he remits the related taxes.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs Each “nonqualified deferred compensation plan” (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to defined in Section 1.409A-1(b)(4409A(d)(1) of the Regulations Code) sponsored or maintained by the Company and this Agreement shall be interpreted consistently therewith. Howevereach ERISA Affiliate has been operated since January 1, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and 2005 in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict applicable operational compliance with Section 409A of the CodeCode and applicable IRS guidance (together, “Section 409A”). FurtherSince January 1, notwithstanding anything herein 2009, each such nonqualified deferred compensation plan has been in documentary and operational compliance with Section 409A, including the final Treasury Regulations issued thereunder. No nonqualified deferred compensation plan that was originally exempt from application of Section 409A has been “materially modified” (within the meaning of IRS Notice 2005-1) at any time after October 3, 2004. Except as set forth on Section 2.12(i)(1) of the Company Disclosure Schedule, no compensation shall be includable in the gross income of any Company Employee as a result of the operation of Section 409A of the Code with respect to any arrangements or agreements in effect on or prior to the contraryEffective Time. Except as set forth on Section 2.12(i)(2) of the Company Disclosure Schedule, if at to the time of a Participant’s termination of employment with extent required, the Company and each of its Subsidiaries has, in all Service Recipientsmaterial respects, the Participant is a “specified employee” as defined in properly reported and/or withheld and remitted on amounts deferred under any Company nonqualified deferred compensation plan subject to Section 409A of the Code, and the deferral . Except as set forth on Section 2.12(i)(3) of the commencement Company Disclosure Schedule, there is no contract, agreement, plan or arrangement to which the Company or any of its ERISA Affiliates is a party, including the provisions of this Agreement, covering any Company Employee, which individually or collectively is reasonably likely to require the Company or any of its ERISA Affiliates to pay a Tax gross up payment to, or otherwise indemnify or reimburse, any Company Employee for Tax-related payments under Section 409A, give rise to a Company, Acquiror, or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated Subsidiary Tax or additional tax other penalty or reporting obligations under Section 409A of the Code, then the . No Company will defer the commencement Option or other Company stock right (as defined in U.S. Treasury Department regulation 1.409A-1(l)) or other equity of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (y) has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option or rights, or (z) has been granted after December 31, 2004, with respect to any class of stock of the earliest date as Company that is permitted not “service recipient stock” (within the meaning of applicable regulations under Section 409A of the Code409A), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code.

Section 409A. Notwithstanding anything herein The Company intends that all payments and benefits provided under the Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A so that none of the payments or benefits will be subject to the contraryadditional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted in accordance with this intent. No Deferred Payments will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the maximum extent permitted by applicable lawExecutive, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee if any, pursuant to this Agreement is intended that otherwise would be exempt from Section 409A pursuant to qualify as Treasury Regulation Section 1.409A-1(b)(9) will be paid or otherwise provided until the Executive has a “short-term deferralseparation from service” pursuant to within the meaning of Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However409A. If, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participantthe Executive’s termination of employment with the Company and all Service Recipientsseparation from service, the Participant Executive is a “specified employee” as defined in within the meaning of Section 409A 409A, then the payment of the Code, and Deferred Payments will be delayed to the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is extent necessary in order to prevent avoid the imposition of any accelerated or the additional tax imposed under Section 409A of 409A, which means that the Code, then the Company Executive will defer the commencement of the receive payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until on the date that is six months and one day following the ParticipantExecutive’s termination of employment separation from service, or, if earlier, the Executive’s death (such date, the “Delayed Payment Date”). All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. The Company (reserves the right to amend the Agreement as it considers necessary or advisable, in its sole discretion and without the earliest date as is permitted consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” to otherwise avoid income recognition under Section 409A prior to the actual payment of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company any benefits or Successorimposition of any additional tax. Each payment, installment, and benefit payable under the Agreement is intended to constitute a separate payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of U.S. Treasury Regulation Section 409A 1.409A-2(b)(2). In no event will any member of the Code.Company Group be obligated to reimburse the Executive for any taxes that may be imposed on the Executive as a result of Section 409A.

Section 409A. This Agreement as well as payments and benefits under this Agreement are intended to be exempt from, or to the extent subject thereto, to comply with Code Section 409A ("Section 409A"), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, the Limited Partner shall not be considered to have terminated employment with the Partnership for purposes of any payments under this Agreement which are subject to Section 409A until the Limited Partner has incurred a "separation from service" from the Partnership within the meaning of Section 409A. 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 and any payments described in this Agreement that are due within the "short term deferral period" as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in 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 service is necessary required in order to prevent the imposition of any avoid an accelerated or additional tax under Section 409A of 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the Code, then six-month period immediately following the Company will defer Limited Partner's separation from service shall instead be paid on the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until first business day after the date that is six months and one day following the Participant’s termination Limited Partner's separation from service (or, if earlier, the Limited Partner's date of employment with death). To the Company (extent required to avoid an accelerated or the earliest date as is permitted additional tax under Section 409A 409A, amounts reimbursable to the Limited Partner shall be paid to the Limited Partner on or before the last day of the Code)year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Limited Partner) during one year may not affect amounts reimbursable or provided in any subsequent year, if such payment and no reimbursement or in-kind benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed subject to have remained employed so long as Grantee has not “separated from service” with the Company liquidation or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” exchange for purposes of Section 409A of the Codeanother benefit.

Section 409A. Notwithstanding anything herein to It is intended that the contrarypayments and benefits provided under this Agreement shall be exempt from, to the maximum extent permitted by applicable lawor comply with, the settlement requirements of Section 409A of the PSUs (including Code. This Agreement shall be construed, administered and governed in a manner that affects such intent. For purposes of Section 409A of the Code, Executive’s right to receive any dividend equivalent rights related thereto) to be made to the Grantee “installment” payments pursuant to this Agreement is intended to qualify shall be treated as a “shortright to receive a series of separate payments. Further, if the twenty-term deferral” eight (28)-day period during which Executive’s Release must become effective and irrevocable in accordance with its terms pursuant to Section 1.409A-1(b)(4) 1 or Section 2 of the Regulations and this Agreement shall be interpreted consistently therewith. Howeverbegins in one calendar year and ends in the next calendar year, under certain circumstancesthen, settlement of to the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance extent required to comply with Section 409A of the Code, any payment to be made under Section 1 or Section 2 of this Agreement following the effectiveness and irrevocability of such Release will be made (or commence) in the second calendar year. Further, notwithstanding anything herein In no event will any in-kind benefits or reimbursements to which Executive may be entitled under this Agreement be provided after the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in Section 409A end of the Codesecond calendar year following the year of Executive’s Separation from Service. The payments and benefits provided under this Agreement may not be deferred, and the deferral of the commencement of any payments accelerated, extended, paid out or benefits otherwise payable hereunder as modified in a manner that would result of such termination of service is necessary in order to prevent the imposition of any accelerated or an additional tax under Section 409A of the Code, then Code upon Executive. Although the Company will defer use its best efforts to avoid the commencement imposition of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months taxation, interest and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted penalties under Section 409A of the Code), if such payment the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Company, its affiliates nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive (or any other individual claiming a benefit is payable upon through Executive) as a termination of employment. For purposes result of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code.

Section 409A. This Agreement is intended to satisfy the requirements of 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. The parties agree that the payments set forth herein comply with or are exempt from the requirements of Section 409A. Neither Participant nor the Company shall have the right to defer the delivery of any such payments except to the extent specifically permitted or required by Section 409A. Notwithstanding anything herein in this Agreement to the contrary, to the maximum extent permitted by applicable lawnecessary to comply with Section 409A, the settlement receipt of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to benefits under this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time result of a Participant’s termination of employment with shall be subject to satisfaction of the Company and all Service Recipientscondition precedent that the Participant undergo a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) or any successor thereto. In addition, if the Participant is deemed to be a “specified employee” as defined in Section 409A within the meaning of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax that term under Section 409A 409A(a)(2)(B) of the Code, then with regard to any payment or the Company will defer the commencement provisions of any benefit that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, such payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid shall not be made or provided prior to the Participantearlier of (i) to the minimum extent necessary to satisfy Section 409A expiration of the Code until six (6) month period measured from the date that is six months and one day following of the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under (as such term is defined in Treasury Regulation Section 409A 1.409A-1(h)), or (ii) the date of the Code and Grantee Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be deemed paid or reimbursed to have remained employed so long as Grantee has not “separated from service” the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the Company or Successornormal payment dates specified for them herein. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A Except as provided in the immediately preceding sentence, in no event shall settlement of the CodeRSUs occur later than March 15 of the year after the year in which such RSUs become vested.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to The payments and benefits under this Agreement is are intended to qualify for exemptions from the application of Section 409A, and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A to the extent necessary to avoid adverse taxation under Section 409A. To the extent any payment under this Agreement may be classified as a “short-term deferral” pursuant within the meaning of Section 409A, such payment will be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 1.409A-1(b)(4) 409A, a termination of the Regulations and employment will not be deemed to have occurred for purposes of any provision of this Agreement shall providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a Separation from Service. Your right to receive any installment payments will be interpreted consistently therewithtreated as a right to receive a series of separate payments and, accordingly, each installment payment will at all times be considered a separate and distinct payment. However, under certain circumstances, settlement of the PSUs or Notwithstanding any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein provision to the contrarycontrary in this Agreement, if you are deemed by the Company at the time of a Participant’s termination of employment with the Company and all your Separation from Service Recipients, the Participant is to be a “specified employee” as defined in for purposes of Section 409A 409A, and if any of the Codepayments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation,” then, and to the deferral of the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A and the related adverse taxation under Section 409A, such payments will not be provided to you prior to the earliest of (a) the expiration of the six-month period measured from the date of Separation from Service, (b) the date of your death or (c) such earlier date as permitted under Section 409A without the imposition of adverse taxation. With respect to payments to be made upon execution of an effective release, if the release revocation period spans two calendar years, payments will be made in the second of the two calendar years to the extent necessary to avoid adverse taxation under Section 409A. With respect to reimbursements or in-kind benefits otherwise payable provided hereunder (or otherwise) that are not exempt from Section 409A, the following rules will apply: (x) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one taxable year will not affect the expenses eligible for reimbursement, or in-kind benefit to be provided in any other taxable year, (y) in the case of any reimbursements of eligible expenses, reimbursement will be made on or before the last day of the taxable year following the taxable year in which the expense was incurred and (z) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, the Company reserves the right to amend this Agreement as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Section 409A or to avoid income recognition under Section 409A prior to the actual payment of severance benefits hereunder or imposition of any additional tax. In no event will the Company reimburse you for any taxes or other costs that may be imposed on you as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code.409A.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement The intent of the PSUs parties is that payments and benefits under this Agreement (including any dividend equivalent rights related the exhibits thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance 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. Further, notwithstanding Notwithstanding anything contained herein to the contrary, if at the time of a Participant’s termination of Employee shall not be considered to have terminated employment with the Company and all Service Recipients, for purposes of this Agreement (including the Participant is exhibits thereto) unless Employee would be considered to have incurred a “specified employeeseparation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement (including the exhibits thereto) shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A of the CodeCode shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, and to the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary extent required in order to prevent avoid accelerated taxation and/or tax penalties under Section 409A of the imposition of any Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement (including the exhibits thereto) during the six-month period immediately following Employee’s separation from service shall instead be paid on the first business day after the date that is six months following Employee’s separation from service (or death, if earlier). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, then amounts reimburseable to Employee under this Agreement (including the Company will defer exhibits thereto) shall be paid to Employee on or before the commencement last day of the payment year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Employee) during any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid one year may not effect amounts reimburseable or provided to in any subsequent year. The Agreement (including the Participantexhibits thereto) to may be amended in any respect deemed by the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (Board or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall Compensation Committee to be deemed necessary in order to have remained employed so long as Grantee has not “separated from service” preserve compliance with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs Restricted Share Units (including any dividend equivalent rights related theretorights) to be made to the Grantee Recipient pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Treasury Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights Restricted Share Units may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights Restricted Share Units in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participantthe Recipient’s termination of employment with the Company and all Service RecipientsCompany, the Participant Recipient is a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantRecipient) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the ParticipantRecipient’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For Solely for purposes of this Agreementcomplying with Section 409A of the Code, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee the Recipient shall be deemed to have remained employed so long as Grantee the Recipient has not “separated from service” with the Company or SuccessorCompany. Each payment of PSUs (and related dividend equivalent units) under this Agreement constitutes a “separate payment” for purposes of Section 409A of the Code.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement The Performance Restricted Stock Units and issuance of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is Shares thereunder are intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance comply with Code Section 409A of and the Code. Further, notwithstanding anything herein U.S. Treasury Regulations relating thereto so as not to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, subject the Participant is a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy additional taxes and interest under Code Section 409A or other adverse tax consequences. In furtherance of this intent, the Code until provisions of this Agreement will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes terms of this Agreement, the Plan or both, without the consent of the Participant, in the manner that the Committee may determine to be necessary or advisable in order to comply with Code Section 409A or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Code Section 409A if compliance is not practical. This Section 11.12 does not create an obligation on the part of the Company to modify the terms of this Agreement or the Plan and does not guarantee that the Performance Restricted Stock Units or the delivery of Shares upon vesting/settlement of the Performance Restricted Stock Units will not be subject to taxes, interest and penalties or any other adverse tax consequences under Code Section 409A. Nothing in this Agreement shall provide a “termination basis for any person to take any action against the Company or any of employment” its Subsidiaries based on matters covered by Code Section 409A, including the tax treatment of any amounts paid under this Agreement, and neither the Company nor any of its Subsidiaries will have any liability under any circumstances to the Participant or any other party if the Performance Restricted Stock Units, the delivery of Shares upon vesting/settlement of the Performance Restricted Stock Units or other payment or tax event hereunder that is intended to be exempt from, or compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Committee with respect thereto. Further, settlement of any portion of the Performance Restricted Stock Units that is Deferred Compensation may not be accelerated or postponed except to the extent permitted by Code Section 409A. By electronically accepting this Agreement and participating in the Plan, Participant agrees to be bound by the terms and conditions in the Plan and this Agreement, including the Appendix. Within six months of the Grant Date, if Participant has not electronically accepted this Agreement on Xxxxxx Xxxxxxx’x website, or the website of any other stock plan service provider appointed by the Company, and has not otherwise rejected the grant, then this award shall automatically be deemed accepted, and Participant shall be bound by the terms and conditions in the Plan and this Agreement, including the Appendix. APPENDIX FOR PARTICIPANTS OUTSIDE THE U.S. NU SKIN ENTERPRISES, INC. THIRD AMENDED AND RESTATED 2010 OMNIBUS INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT Unless otherwise defined herein, the capitalized terms in this Appendix shall have the same defined meaning as “separation from service” under Section 409A assigned to them in the Plan and the Agreement. This Appendix includes special country-specific terms and conditions that apply to Participants in the countries listed below. This Appendix is part of the Code Agreement. This Appendix also includes information of which Participant should be aware with respect to his or her participation in the Plan. For example, certain individual exchange control reporting requirements may apply upon vesting of the Performance Restricted Stock Units and/or sale of Shares. The information is based on the securities, exchange control and Grantee shall other laws in effect in the respective countries as of January 2022 and is provided for informational purposes. Such laws are often complex and change frequently, and results may be deemed to have remained employed so long as Grantee has not “separated from service” with different based on the particular facts and circumstances. As a result, the Company recommends that Participant does not rely on the information noted herein as the only source of information relating to the consequences of Participant’s participation in the Plan because the information may be out of date at the time the Performance Restricted Stock Units vest or Successorare settled, or Participant sells Shares acquired under the Plan. Each payment In addition, the information is general in nature and may not apply to Participant’s particular situation, and the Company is not in a position to assure Participant of PSUs (any particular result. Accordingly, Participant should seek appropriate professional advice as to how the relevant laws in Participant’s country may apply to his or her situation. Finally, if Participant is a citizen or resident of a country other than the one in which he or she currently is residing and/or working, transfers employment after the Performance Restricted Stock Units are granted to him or her, or is considered a resident of another country for local law purposes, the terms and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of conditions and/or notifications contained herein may not be applicable to him or her, and the CodeCompany shall, in its discretion, determine to what extent such terms and conditions contained herein shall apply to him or her.

Section 409A. Notwithstanding anything herein to The Company and Employee intend that the contrary, to the maximum extent permitted by applicable law, the settlement payments and benefits provided for in this Agreement either be exempt from Section 409A of the PSUs Internal Revenue Code of 1986, as amended (including any dividend equivalent rights related thereto) to the “Code”), or be made to the Grantee pursuant to this Agreement is intended to qualify as provided in a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in manner that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance 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). FurtherIn no event whatsoever shall the Company be liable for any additional tax, notwithstanding interest or penalty that may be imposed on 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 Employee’s employment that constitutes a “separation from service” from the Company 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)). For purposes of Section 409A of the Code, each payment made under this Agreement will be treated as a separate payment. Further, if at the time of a ParticipantEmployee’s termination of employment with the Company and all Service RecipientsCompany, the Participant Employee is a “specified employee” as defined in Section 409A of the Code as determined by the Company 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 service employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantEmployee) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is at least six (6) months and one day following the ParticipantEmployee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), whereupon the Company will pay Employee a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to 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 Employee and, if timely submitted, reimbursement payments shall be promptly made to 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 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 Employee. Additionally, in the event that following the date hereof the Company or Employee reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and Employee shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to, in a manner that preserves to the maximum extent possible the economic value of the relevant payment or benefit is under this Agreement to Employee (x) exempt the compensation and benefits payable upon a termination under this Agreement from Section 409A of employment. For purposes the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement, a “termination Agreement or (y) comply with the requirements of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment related Department of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the CodeTreasury guidance.

Section 409A. Notwithstanding anything herein to It is intended that the contrarypayments and benefits provided under this Agreement will be exempt from the application of, to the maximum extent permitted by applicable lawor comply with, the settlement requirements of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Further, notwithstanding anything herein This Agreement will be construed in a manner that effects such intent to the contrarygreatest extent possible. However, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in Section 409A of the Code, Milan and the deferral of the commencement of Employer shall not be held liable for any taxes, interests or penalties that you owe with respect to any payments or benefits otherwise provided under this Agreement. With respect to any amounts payable hereunder in installments, each installment shall be treated as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the separate payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code. For purposes of any payment due hereunder upon a termination of employment that is subject to the provisions of Section 409A of the Code, such phrase or any similar phrase shall mean a “separation from service” as defined by the default provisions of Treasury Regulation Section 1.409A-1(h). Notwithstanding any other provision of this Agreement to the contrary, if you are a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by Milan), amounts that constitute “nonqualified deferred compensation” subject to Section 409A of the Code that would otherwise be payable by reason of your separation from service during the six-month period immediately following such separation from service shall instead be paid or provided on the first business day following the date that is six months following your separation from service. If you die following your separation from service and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of your estate within 30 days following the date of your death. Except as specifically permitted by Section 409A of the Code, any benefits and reimbursements provided to you under this Agreement during any calendar year shall not affect any benefits and reimbursements to be provided to you under this Agreement in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit. Furthermore, reimbursement payments shall be made to you as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which such expense is incurred.

Section 409A. The parties acknowledge and agree that, to the extent applicable, this Restricted Share Unit Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with, Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), and the Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding anything herein any provision of this Restricted Share Unit Agreement to the contrary, in the event that the Company determines that any compensation or benefits payable or provided under this Restricted Share Unit Agreement may be subject to Section 409A of the Code, the Company, with the Grantee’s consent, may adopt such limited amendments to this Restricted Share Unit Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company reasonably determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this Restricted Share Unit Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Restricted Share Unit Agreement or (ii) comply with the requirements of Section 409A of the Code. In furtherance of the foregoing, to the maximum extent permitted by applicable law, the settlement of the PSUs Restricted Share Units (including any dividend equivalent rights related theretorights) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs Restricted Share Units or any dividend equivalent rights may not so qualify, and in that case, the Committee Company shall administer the grant and settlement of such PSUs Restricted Share Units and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participantthe Grantee’s termination of employment with the Company and all Service RecipientsCompany, the Participant Grantee is a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantGrantee) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the ParticipantGrantee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes Notwithstanding any other provision of this Restricted Share Unit Agreement, a “to the extent the delivery of the shares represented by this Restricted Share Unit Agreement is treated as non-qualified deferred compensation subject to Section 409A of the Code, then no delivery of such shares shall be made upon the Grantee’s termination of employment” shall have the same meaning as employment unless such termination of employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations. Although the Company intends to administer this Restricted Share Unit Agreement so that the Award will be exempt from, or will be interpreted and comply with, the requirements of Section 409A of the Code, the Company does not warrant that the Award made under this Restricted Share Unit Agreement will qualify for favorable tax treatment under Section 409A of the Code and or any other provision of federal, state, local or foreign law. The Company shall not be liable to the Grantee shall be deemed to have remained employed so long for any tax, interest, or penalties that Grantee might owe as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A result of the CodeAward made under this Restricted Share Unit Agreement.

Section 409A. Notwithstanding anything herein (a) This Letter Agreement is intended to comply with Section 409A of the Code and its corresponding regulations, or an exemption, and payments, rights and benefits may only be made or satisfied under this Letter Agreement upon an event and in a manner permitted by Section 409A, to the contrary, extent applicable. Severance benefits under this Letter Agreement are intended to be exempt from Section 409A under the “separation pay exception,” to the maximum extent permitted by applicable law, applicable. Any payments that qualify for the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to exception or another exception under Section 1.409A-1(b)(4) 409A shall be paid under the applicable exception. For purposes of the Regulations and limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Letter Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement treated as a separate payment of compensation for purposes of applying the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of deferral election rules and the Codeexclusion under Section 409A for certain short-term deferral amounts. Further, notwithstanding Notwithstanding anything herein in this Letter Agreement to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is you are considered a “specified employee” for purposes of Section 409A, (i) if payment of any amounts under this Letter Agreement is required to be delayed for a period of six months after separation from service pursuant to Section 409A, payment of such amounts shall be delayed as defined required by Section 409A, and the accumulated amounts and interest on such amounts (calculated based on the Applicable Federal Rate in effect on the date of termination) shall be paid in a lump sum payment within ten days after the end of the six-month period and (ii) in the event any equity compensation awards held by you that vest upon termination of your employment constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, and the deferral delivery of the commencement of any payments Shares or benefits otherwise payable hereunder cash (as a result applicable) in settlement of such termination of service is necessary in order to prevent awards shall be made on the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the earliest permissible payment of any such payments or benefits hereunder date (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until including the date that is six months and one day following the Participant’s termination of employment with the Company (after separation from service pursuant to Section 409A) or the earliest date as is permitted event under Section 409A of on which the Code), if such payment Shares or benefit is payable upon a termination of employmentcash would otherwise be delivered or paid. For purposes of this Agreement, a “termination of employment” shall have If you die during the same meaning as “separation from service” under Section 409A of postponement period prior to the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (any amounts or benefits or delivery of Shares, the amounts and related dividend equivalent units) constitutes a “separate payment” for purposes entitlements delayed on account of Section 409A shall be paid or provided to the personal representative of your estate within 60 days after the Codedate of your death.

Section 409A. It is intended that the payments and benefits under this Agreement comply with, or as applicable, constitute a short-term deferral or otherwise be exempt from, the provisions of Section 409A of the Code and the regulations and other guidance issued thereunder (“Section 409A”). The Employer shall administer and interpret this Agreement in a manner so that such payments and benefits comply with, or are otherwise exempt from, the provisions of Section 409A. Any provision that would cause this Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). Notwithstanding anything contained herein to the contrary, to the maximum extent permitted by applicable lawrequired in order to avoid accelerated taxation and/or tax penalties under Section 409A, Employee shall not be considered to have terminated employment with the settlement Employer for purposes of this Agreement and no payments shall be due to Employee under this Agreement providing for payment of amounts on termination of employment unless Employee would be considered to have incurred a “separation from service” from the PSUs (including any dividend equivalent rights related thereto) Employer within the meaning of Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be made to the Grantee payable and benefits that would otherwise be provided pursuant to this Agreement is intended to qualify as a “shortduring the six-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participantmonth period immediately following Employee’s termination of employment with shall instead be paid on the Company and all Service Recipients, the Participant is a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until first business day after the date that is six months and one day following the ParticipantEmployee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code)upon death, if such payment or benefit is payable upon a termination of employmentearlier). For In addition, for purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under each amount to be paid or benefit to be provided to Employee pursuant to this Agreement which constitutes deferred compensation subject to Section 409A of the Code and Grantee shall be deemed to have remained employed so long construed as Grantee has not “separated from service” with the Company or Successor. Each a separate identified payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A 409A. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) such payments shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense occurred. Any tax gross-up payment as provided herein shall be made in any event no later than the end of the Codecalendar year immediately following the calendar year in which Employee remits the related taxes, and any reimbursement of expenses incurred due to a tax audit or litigation shall be made no later than the end of the calendar year immediately following the calendar year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or, if no taxes are to be remitted, the end of the calendar year following the calendar year in which the audit or litigation is completed.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this a. This Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) comply with the requirements of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the CodeInternal Revenue Code of 1986 (“Section 409A”). FurtherThe Company shall undertake to administer, notwithstanding anything herein interpret and construe the provisions of the Agreement in a manner that does not result in the imposition of any additional tax, penalty or interest under Section 409A. Notwithstanding any provision in the Agreement to the contrary, if at upon Executive’s “separation from service” within the time meaning of a Participant’s termination of employment with the Company and all Service RecipientsSection 409A, the Participant Executive is then a “specified employee” (as defined in Section 409A), then, to the extent necessary to comply with Section 409A and avoid the imposition of taxes under Section 409A, the Code, and the deferral Company shall defer payment of the commencement of any payments or benefits otherwise nonqualified deferred compensation subject to Section 409A payable hereunder as a result of and within six (6) months following such termination separation from service until the earlier of service is necessary in order to prevent (i) the imposition of any accelerated or additional tax under Section 409A first business day of the Codeseventh month following Executive’s separation from service, then or (ii) ten (10) days after the Company will defer receives notification of Executive’s death. Upon the commencement expiration of the payment applicable deferral period, all payments and benefits deferred (whether they would have otherwise been payable in a single sum or in installments in the absence of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately deferral) shall be paid or provided reimbursed to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months Executive in a lump sum, and one day following the Participant’s termination of employment any remaining payments due under this Agreement will be paid in accordance with the Company (or the earliest date as is permitted under Section 409A of the Code), if normal payment dates specified for them herein. Any such payment or benefit is payable upon a termination of employmentdelayed payments shall be paid without interest. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee each amount to be paid or benefit to be provided shall be deemed to have remained employed so long construed as Grantee has not “separated from service” with the Company or Successor. Each a separate identified payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A. Neither party individually or in combination may accelerate, offset or assign any deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any Section 409A payments which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the Code.calendar year in which the payment event (such as separation from service) occurs shall commence payment only in the calendar year in which the release revocation period ends as and to the extent necessary to comply with Section 409A.

Section 409A. Notwithstanding anything herein Subject to the contrary, to the maximum extent permitted by applicable law, the settlement and without limitation on Section 19.3 of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement Plan, it is intended to qualify as a “short-term deferral” pursuant to that the Restricted Stock Units comply with or be exempt from Code Section 1.409A-1(b)(4) of the Regulations 409A, and this Agreement shall be construed and interpreted consistently therewithin accordance with such intent. HoweverIn no event whatsoever will Company be liable for any additional tax, interest or penalties that may be imposed on Employee under certain circumstances, settlement of the PSUs Code Section 409A or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance damages for failing to comply with Code Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s 409A. A termination of employment with shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Company and all Service Recipientspayment of any amounts or benefits subject to Code Section 409A upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." If the Participant is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments upon his or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as her “separation from service” under (within the meaning of such terms in Code Section 409A under such definitions and procedures as established by the Company in accordance with Code Section 409A), any portion of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not a payment, settlement, or other distribution made upon such a “separated separation from service” with that would cause the Company acceleration of, or Successoran addition to, any taxes pursuant to Code Section 409A will not commence or be paid until a date that is six (6) months and one (1) day following the applicable “separation from service.” Any payments, settlements, or other distributions that are delayed pursuant to this Section 11 following the applicable “separation from service” shall be accumulated and paid to the Participant in a lump sum without interest on the first business day immediately following the required delay period. Each Notwithstanding anything in Sections 2(d) or 3 to the contrary, to the extent that the award of Restricted Stock Units hereunder (a) is subject to Code Section 409A and (b) a Change of Control would accelerate the timing of payment thereunder, the settlement of PSUs such Restricted Stock Units shall not occur until the earliest of (and related dividend equivalent unitsi) the Change of Control if such Change of Control constitutes a “separate payment” for purposes of Section 409A change in the ownership of the Codecorporation,” a “change in the effective control of the corporation” or a “change in the ownership of a substantial portion of the assets of the corporation,” within the meaning of Code Section 409A(2)(A)(v), (ii) the date such Restricted Stock Units would otherwise be settled pursuant to the terms of this Agreement and (iii) the Participant’s “separation of service” within the meaning of Code Section 409A. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of Company.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this This Agreement is intended to qualify as a “short-term deferral” pursuant to comply with the requirements of Section 1.409A-1(b)(4) of the Regulations 409A and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and construed in that case, the Committee shall administer the grant and settlement of a manner consistent with such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employmentrequirements. For purposes of this Agreement, each amount to be paid or benefit to be provided, including, without limitation, each installment payment of Severance, will be construed as a “termination separate identified payment for purposes of employment” Section 409A, and any payments that are due within the "short-term deferral period" as defined in Section 409A will not be treated as deferred compensation unless applicable law requires otherwise. Without in any way limiting the generality of the foregoing, all payments of compensation hereunder, including, without limitation, the Severance, are intended to be exempt from the requirements of Section 409A under the short-term deferral rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and/or the separation pay exemption set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii), as applicable, to the maximum extent provided thereunder, and the provisions of this Agreement shall be construed accordingly. Neither the Company nor the Employee will have the same meaning as right to accelerate or defer the delivery of any payments or benefits that constitute deferred compensation under Section 409A except to the extent Section 409A specifically permits or requires. Payments of any compensation that constitutes deferred compensation under Section 409A and that is contingent on Employee’s termination by the Company, including, without limitation, the Severance, or resignation shall be made to Employee only if such termination or resignation constitutes a “separation from service” under Section 409A of (applying the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with default rules thereof). Notwithstanding the foregoing, the Company shall not be liable to Employee or Successor. Each payment any other person or entity if the Internal Revenue Service or any court or other authority having jurisdiction over such matters determined for any reason that any payments or benefits to be provided hereunder are subject to taxes, penalties or interest as a result of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of failing to comply with Section 409A of the Code.409A.

Section 409A. Notwithstanding anything herein to The intent of the contraryparties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A and, accordingly, to the maximum extent permitted by applicable lawpermitted, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently to be in compliance therewith. HoweverIf the Company determines that any provision of this Agreement would cause Employee to incur any additional tax or interest under Section 409A (with specificity as to the reason therefor), under certain circumstancesthe Company and Employee shall take commercially reasonable efforts to reform such provision to try to comply with or be exempt from Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A, settlement provided that any such modifications shall not increase the cost or liability to the Company. To the extent that any provision hereof is modified in order to comply with or be exempt from Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Employee and the Company of the PSUs or applicable provision without violating the provisions of Section 409A. To the extent that any dividend equivalent rights may reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A, any such reimbursements payable to Employee pursuant to this Agreement shall be paid to Employee no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not so qualifyaffect the amount eligible for reimbursement in any subsequent year, and in that case, the Committee shall administer the grant and settlement Employee’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. Notwithstanding any provision of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein this Agreement to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any amount or benefit under this Agreement would be subject to additional taxes and interest under Section 409A because the timing of such payments payment is not delayed as provided therein and the regulations thereunder, then any such amount or benefits hereunder (without any reduction in such payments or benefits ultimately benefit that Employee would otherwise be entitled to during the first six months following Employee’s date of termination of employment shall be accumulated and paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until provided, as applicable, on the date that is six months and one day following after the Participantdate of Employee’s date of termination of employment with the Company (or if the earliest such date as is permitted does not fall on a business day of the Company, the next following business day of the Company), or such earlier date upon which such amount or benefit can be paid or provided under Section 409A of without being subject to such additional taxes and interest. Notwithstanding any provision to the Code), if such payment or benefit is payable upon a termination of employment. For purposes of contrary in this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under no amount deemed deferred compensation subject to Section 409A of the Code and Grantee shall be deemed payable pursuant to have remained employed so long as Grantee has not this Agreement unless Employee’s termination of employment constitutes a “separated separation from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes within the meaning of Section 409A (“Separation from Service”) and, except as provided under the paragraph above, any such amount shall not be paid, or in the case of installments, commence payment, until the Codesixtieth (60th) day following Employee’s Separation from Service. Any installment payments that would have been made to Employee during the sixty (60) day period immediately following Employee’s Separation from Service but for the preceding sentence shall be paid to Employee on the sixtieth (60th) day following Employee’s Separation from Service and the remaining payments shall be made as provided in this Agreement.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this This Award Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement in accordance with the requirements of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein Notwithstanding any provision in this Award Agreement to the contrary, if at a payment is deemed to be deferred compensation subject to the time requirements of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in Section 409A of the Code, such payment may only be made under this Award Agreement upon an event and the deferral of the commencement of any payments or benefits otherwise payable hereunder as in a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under manner permitted by Section 409A of the Code. If a payment is not made by the designated payment date under this Award Agreement, then the Company will defer payment shall be made by December 31 of the commencement calendar year in which the designated date occurs. In no event may the Participant, directly or indirectly, designate the calendar year of payment. A termination of service shall not be deemed to have occurred for purposes of any provision of this Award Agreement providing for the payment of any such payments amounts or benefits hereunder (without any reduction in such payments upon or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a service that are considered “termination of employment” shall have the same meaning as “separation from servicenonqualified deferred compensation” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not unless such termination is also a “separated separation from service” with within the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes meaning of Section 409A of the Code and, for purposes of any such provision of this award Agreement, references to a “termination,” “termination of employment,” “Termination of Service” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Award Agreement, no amounts payable to the Participant under this Award Agreement shall be paid to the Participant prior to the expiration of the 6-month period following the Participant’s “separation from service” if the Company determines 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 day following the end of such 6-month period, the Company shall pay the Participant a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Participant during such 6-month period.

Section 409A. Notwithstanding anything herein This section applies to the contrary, extent the Team Member is subject to taxation in the U.S. Payments made pursuant to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to Plan and this Grant Agreement is are intended to comply with or qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with for an exemption from Section 409A of the CodeCode (“Section 409A”). FurtherThe Company reserves the right, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Grant Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, including any amendments or actions that would result in the reduction of benefits payable under this Grant Agreement, as the Company determines are necessary or appropriate to ensure that all Service RecipientsRSUs are made in a manner that qualifies for an exemption from, or complies with, Section 409A or mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A; provided however, that the Company makes no representations that the RSUs will be exempt from any penalties that may apply under Section 409A and makes no undertaking to preclude Section 409A from applying to this RSU. For the avoidance of doubt, the Participant Team Member hereby acknowledges and agrees that the Company will have no liability to the Team Member or any other party if any amounts payable under this Grant Agreement are not exempt from, or compliant with, Section 409A, or for any action taken by the Company with respect thereto. Any payments under this Grant Agreement that are considered non-qualified deferred compensation subject to Section 409A (“NQDC”) and are payable on the date of, or a date that is determined by reference to, the Team Member's “separation from service” (within the meaning of Section 409A) of a “specified employee” (as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code409A), then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the shall be made on a date that is six months the earliest of (a) the Team Member’s death, (b) the original specified settlement date and (c) the date which is one day following six months after the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “Team Member’s separation from service” under Section 409A of . If the Code RSUs or dividend equivalents are considered NQDC and Grantee the payment period contemplated in Sections 8 or 10 crosses a calendar year, the RSUs or dividend equivalents shall be deemed to have remained employed so long as Grantee has not “separated from service” with paid in the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Codesecond calendar year.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee The RSUs awarded pursuant to this Agreement is are intended to qualify as be exempt from, or, in the alternative, comply with Code Section 409A. Any reference to a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder shall be construed as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” for purposes of Code Section 409A. If, at the time of Grantee’s separation from service (within the meaning of Code Section 409A), (i) the Grantee is a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Code Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date pursuant to Section 5(a) of this Agreement but shall instead pay it, without interest, on the first business day after such six-month period or, if earlier, upon the Grantee’s death. Neither the Grantee nor the Company, individually or in combination, may accelerate any payment or benefit that is subject to Code Section 409A, except in compliance with Code Section 409A and the provisions of the this Agreement and Schedule A hereto, and no amount that is subject to Code and Grantee Section 409A shall be deemed paid prior to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. earliest date on which it may be paid without violating Code Section 409A. Each payment of PSUs (shares of Common Stock upon settlement of the RSUs under this Agreement, and related dividend equivalent units) constitutes each payment or benefit payable pursuant to the terms of the benefit plans, programs and policies of the Company, shall be considered a “separate payment” payment for purposes of Code Section 409A of the Code.409A.

Section 409A. It is intended that the payments and benefits under this Agreement comply with, or as applicable, constitute a short-term deferral or otherwise be exempt from, the provisions of Section 409A of the Code and the regulations and other guidance issued thereunder (“Section 409A”). The Company shall administer and interpret this Agreement in a manner so that such payments and benefits comply with, or are otherwise exempt from, the provisions of Section 409A. Any provision that would cause this Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). Notwithstanding anything contained herein to the contrary, to the maximum extent permitted by applicable lawrequired in order to avoid accelerated taxation and/or tax penalties under Section 409A, Employee shall not be considered to have terminated employment with the settlement Company for purposes of this Agreement and no payments shall be due to Employee under this Agreement providing for payment of amounts on termination of employment unless Employee would be considered to have incurred a “separation from service” from the PSUs (including any dividend equivalent rights related thereto) Company within the meaning of Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be made to the Grantee payable and benefits that would otherwise be provided pursuant to this Agreement is intended to qualify as a “shortduring the six-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participantmonth period immediately following Employee’s termination of employment with shall instead be paid on the Company and all Service Recipients, the Participant is a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until first business day after the date that is six months and one day following the ParticipantEmployee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code)upon death, if such payment or benefit is payable upon a termination of employmentearlier). For In addition, for purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under each amount to be paid or benefit to be provided to Employee pursuant to this Agreement which constitutes deferred compensation subject to Section 409A of the Code and Grantee shall be deemed to have remained employed so long construed as Grantee has not “separated from service” with the Company or Successor. Each a separate identified payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A 409A. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) such payments shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense occurred. Any tax gross-up payment as provided herein shall be made in any event no later than the end of the Codecalendar year immediately following the calendar year in which Employee remits the related taxes, and any reimbursement of expenses incurred due to a tax audit or litigation shall be made no later than the end of the calendar year immediately following the calendar year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or, if no taxes are to be remitted, the end of the calendar year following the calendar year in which the audit or litigation is completed.” Except as amended hereunder, all other terms and conditions of the Employment Agreement shall remain in full force and effect. This Amendment may be executed in counterparts, each of which shall be an original, with the same effect as of the signatures hereto and thereto were upon the same instrument.

Section 409A. Notwithstanding anything herein to the contraryIf, to the maximum extent permitted by applicable law, the settlement as of the PSUs (including any dividend equivalent rights related thereto) to be made to date of your “separation from service” from the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. HoweverCompany, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is you are a “specified employee” as defined in (each, for purposes of this Agreement, within the meaning of Section 409A of the Internal Revenue Code of 1986 (the “Code, ”) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under guidance issued thereunder (“Section 409A of the Code409A”)), then each payment under this Agreement that would otherwise be paid within the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately six-month period following your “separation from service” shall not be paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day after such separation from service (or, if earlier, the date of your death), with any such payment that is required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Participant’s termination of employment your separation from service and subsequent payments, if any, being paid in accordance with the Company (dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any payments if and to the maximum extent that such payments are excluded from the definition of nonqualified deferred compensation subject to Section 409A, or can otherwise be paid during such six-month period without violating the earliest requirements of Section 409A(a)(2) under applicable guidance under Section 409A. Such payments shall bear interest at an annual rate equal to the prime rate as set forth in the Eastern edition of the Wall Street Journal on the date of termination, from the date of termination to the date of payment. • Your date of termination for purposes of determining the date that any payment that is treated as is permitted nonqualified deferred compensation under Section 409A of the Codeis to be paid or provided (or in determining whether an exemption to such treatment applies), if such payment or benefit is payable upon shall be the date on which you have incurred a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” within the meaning of applicable Treasury Department or Internal Revenue Service guidance under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code.409A.

Section 409A. a) Although the Company does not guarantee the tax treatment of any payments under the Agreement, the intent of the Parties is that the payments and benefits under this Agreement be exempt from, or comply with, Section 409A and to the maximum extent permitted the Agreement shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company or its affiliates or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be imposed on Executive by Section 409A or damages for failing to comply with Section 409A. b) Notwithstanding anything herein any other provision of this Agreement to the contrary, to the maximum extent permitted by applicable lawthat any reimbursement of expenses constitutes “deferred compensation” under Section 409A, such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year. c) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the settlement right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the sole discretion of the PSUs (including Company. d) Notwithstanding any dividend equivalent rights related thereto) to be made to the Grantee pursuant to other provision of this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a ParticipantExecutive’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” separation from service (as defined in Section 409A of the Code409A), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as Executive is a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, “Specified Employee,” then the Company will defer the payment or commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code.nonqualified deferred compensation

Section 409A. Notwithstanding anything herein to the contrarycontrary in this Agreement, no compensation or benefits, including any Severance Benefits, stock awards, consulting payments or other benefits payable due to termination, shall be paid to you during the six-month period following termination if the Company determines that paying such amounts would be a prohibited distribution under Section 409A. If the payment of any such amounts is so delayed, then on the first day of the seventh month following termination (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution) the Company shall pay to you a lump-sum amount equal to the cumulative amount that would have otherwise been payable during such period. In addition, to the extent required in order to comply with Section 409A, you shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payment of such amounts due pursuant to your termination shall be due until you would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. Each such amount which constitutes deferred compensation subject to Section 409A shall be construed as a separate identified payment for purposes of Section 409A. If the period during which you have discretion to execute or revoke the Release straddles two calendar years, then the Company will make the payment of amounts that are subject to Section 409A and contingent on the effectiveness of such Release starting in the second of such years regardless of which year you actually deliver the Release. You may not, directly or indirectly, designate the calendar year of payment of any amounts subject to Section 409A. The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A and, accordingly, to the maximum extent permitted by applicable lawpermitted, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently to be exempt from or in compliance therewith. Howeverwxx.xxxxxxxxxxx.xxx | 4000 X Xxxxxxxx Xx | Phoenix | AZ | 85040 Work Product. As a condition of employment, under certain circumstancesyou will be expected to abide by Company rules and policies and comply with the Employee Proprietary Information and Inventions Assignment Agreement (PIIA), settlement which prohibits unauthorized use or disclosure of Company proprietary information. A copy of the PSUs or any dividend equivalent rights may not so qualify, and in PIIA that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant you previously signed is a “specified employee” attached hereto as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code.Exhibit B.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this This Agreement is intended to qualify as a “short-term deferral” pursuant to meet, or be exempt from, the requirements of Section 1.409A-1(b)(4) 409A of the Regulations Internal Revenue Code of 1986, as amended, and the regulations and interpretive guidance promulgated thereunder (collectively, “Section 409A”), with respect to amounts subject thereto, and shall be interpreted and construed consistent with that intent. No expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, to the extent subject to the requirements of Section 409A, and no such right to reimbursement or right to in-kind benefits shall be subject to liquidation or exchange for any other benefit. For purposes of Section 409A, each payment in a series of installment payments provided under this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder treated as a result of such termination of service is necessary in order separate payment. Any payments to prevent the imposition of any accelerated or additional tax be made under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable this Agreement upon a termination of employment. For purposes of this Agreement, employment shall only be made upon a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of 409A. Notwithstanding the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with 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 Successor. Each payment any portion of PSUs (any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. If amounts payable under this Agreement do not qualify for exemption from Section 409A at the time of Executive’s separation from service and related dividend equivalent units) constitutes a “separate payment” for purposes therefore are deemed deferred compensation subject to the requirements of Section 409A on the date of such separation from service, then if Executive is a “specified employee” under Section 409A on the date of Executive’s separation from service, payment of the Codeamounts hereunder shall be delayed for a period of six (6) months from the date of Executive’s separation from service if required by Section 409A. The accumulated postponed amount shall be paid in a lump sum within sixty (60) days after the end of the six-month period. If Executive dies during the postponement period prior to payment of the postponed amount, the amounts withheld on account of Section 409A shall be paid to Executive’s estate within sixty (60) days after the date of Executive’s death.

Section 409A. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Internal Revenue Code and Department of Treasury regulations and other interpretive guidance issued thereunder (“Section 409A”). Notwithstanding anything herein any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to the maximum extent permitted by applicable lawSection 409A, the settlement Company shall work in good faith with Consultant to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, including without limitation, actions intended to (a) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (b) comply with the requirements of Section 409A; provided, however, that this Section 12 shall not create an obligation on the part of the PSUs (including Company to adopt any dividend equivalent rights related thereto) such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to be made do so. Any right to the Grantee a series of installment payments pursuant to this Agreement is intended to qualify be treated as a “short-term deferral” pursuant right to Section 1.409A-1(b)(4) a series of separate payments. To the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax extent required under Section 409A of the Code409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable required to be paid upon a the termination of employment. For purposes of this Agreement, a “termination of employment” Consultant’s Services (or any other similar term or phrase) shall have the same meaning as be made only upon Consultant’s “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes within the meaning of Section 409A (“Separation from Service”). Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to Consultant during the six-month period following Consultant’s 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 business day following the end of such six-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 Consultant’s death), the Company shall pay Consultant a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Consultant during such period (without interest). To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A 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.

Section 409A. Notwithstanding anything herein the foregoing, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to “specified employees,” any payment on account of Executive’s separation from service that would otherwise be due hereunder within six months after such separation shall nonetheless be delayed until the first business day of the seventh month following Executive’s date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount during the period of such restriction at a rate, per annum, equal to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “federal short-term deferral” pursuant to rate (compounded monthly) in effect under Section 1.409A-1(b)(41274(d) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until on the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employmenttermination. For purposes of this Agreement, Executive shall be a “specified employee” for the 12-month period beginning on the first day of the fourth month following each “Identification Date” if he is a “key employee” (as defined in Section 416(i) of the Code without regard to Section 416(i)(5) thereof) of the Company at any time during the 12-month period ending on the “Identification Date.” For purposes of the foregoing, the Identification Date shall be December 31. This Agreement is intended to comply with the requirements of Section 409A of the Code and regulations promulgated thereunder (“Section 409A”), but the Company does not guarantee such compliance. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, to the extent possible 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 payment. Notwithstanding anything contained herein to the contrary, in the event any payment on account of Executive’s separation from service constitutes nonqualified deferred compensation subject to (and not exempt from Section 409A), Executive shall not be considered to have terminated employment with the Company for purposes of the right to receive such payment hereof unless he would be considered to have incurred a “termination of employment” from Employer within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). All reimbursements provided under this Agreement shall have be made or provided in accordance with the same meaning as “separation from service” under requirements of Section 409A 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 Code calendar year following the year in which the expense is incurred, and Grantee shall be deemed (iv) the right to have remained employed so long as Grantee has reimbursement is not “separated from service” with the Company subject to liquidation or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” exchange for purposes of Section 409A of the Code.another benefit..

Section 409A. Notwithstanding It is the intention of the parties that the payments and benefits to which the Executive could become entitled pursuant to this Agreement (including 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. In this regard, notwithstanding anything herein in this Agreement to the contrary, to the maximum extent permitted by applicable law, the settlement all cash amounts that become payable under Section 3 of this Schedule I on account of the PSUs Executive’s termination of employment which is an “involuntary separation from service” (including any dividend equivalent rights related theretowithin the meaning of Treasury Regulation Section 1.409A-1(n)) to shall be made to the Grantee pursuant to paid as provided under Section 3 of this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) Schedule I and in no event later than March 15 of the Regulations and year following the year in which the Date of Termination occurs. In the event the parties determine that the terms of this Agreement shall be interpreted consistently therewith. HoweverAgreement, under certain circumstancesincluding this Schedule I, settlement of the PSUs or any dividend equivalent rights may do not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance 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 amendment on the Executive and the Firm) within the time period permitted by the applicable Treasury Regulations and in accordance with IRS Notice 2010-6 and other applicable guidance. Further, notwithstanding anything herein All expenses or other reimbursements owed to the contraryExecutive under this Agreement (including this Schedule I) shall be payable in accordance with the Company’s policies in effect from time to time, but in any event, to the extent required in order to comply with Section 409A of the Code, 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 any other provision of this Schedule I or the Agreement, if at (i) the time Executive is to receive payments or benefits by reason of a Participant’s termination of employment with the Company and all Service Recipients, the Participant his separation from service (as such term is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder ) other than as a result of his death, (ii) the Executive is a “specified employee” within the meaning of Section 409A of the Code for the period in which the payment or benefit would otherwise commence, and (iii) such termination of service is necessary in order payment or benefit would otherwise subject the Executive to prevent the imposition of any accelerated tax, interest or additional tax penalty imposed under Section 409A of the CodeCode (or any regulation promulgated thereunder) if the payment or benefit would commence within six months of a termination of the Executive’s employment, then the Company such payment or benefit will defer the commencement of the payment of any such instead be paid as provided in this Section 6. Such payments or benefits hereunder which would have otherwise been required to be made over such six month period will be paid to the Executive (without any reduction or his estate, as the case may be) in such payments one lump sum payment or benefits ultimately paid or otherwise provided to the ParticipantExecutive (or his estate, as the case may be) to on the minimum extent necessary to satisfy Section 409A earlier of (i) the Code until the date first business day that is six months and one day after the termination of the Executive’s employment or (ii) the fifth business day following the ParticipantExecutive’s termination of employment with death. Thereafter, the Company (or the earliest date as is permitted under Section 409A of the Code)payments and benefits will continue, if such payment applicable, for the relevant period set forth in the Agreement or benefit is payable upon a termination of employment. For purposes of this AgreementSchedule I, a “termination of employment” shall have as the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Codecase may be.

Section 409A. It is intended that the provisions of this Agreement comply with Section 409A, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Neither the Executive nor any of the Executive’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Agreement or under any other plan, policy, arrangement, or agreement of or with the Company or any of its affiliates (this Agreement and such other plans, policies, arrangements, and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to the Executive or for the Executive’s benefit under any Company Plan may not be reduced by, or offset against, any amount owing by the Executive to the Company or any of its affiliates. If, at the time of the Executive’s separation from service (within the meaning of Section 409A), (i) the Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) an amount payable under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule as set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest, on the first business day after such six-month period (provided, in all events, the non-compete period shall be computed as if the payment of such amount had not been delayed). Notwithstanding anything herein any provision of any Company Plan to the contrary, in light of the uncertainty with respect to the maximum extent permitted by applicable lawproper application of Section 409A, after consultation with the Executive, the settlement Company reserves the right to make amendments to this Agreement and any other Company Plan as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, the PSUs Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Executive for the Executive’s account in connection with any Company Plan (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to taxes and penalties under Section 409A). Notwithstanding any provision in this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time : (i) each payment in a series of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each be a separate payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code; and (ii) to the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (A) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, (B) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect.

Section 409A. (a) The Company and Executive intend that the payments and benefits provided for in this Agreement either be exempt from Section 409A of the Internal Revenue Code, as amended (the “Code”), or be provided in a manner that complies with Section 409A, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 8. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A or damages for failing to comply with Section 409A. Notwithstanding anything contained herein to the contrary, to the maximum extent permitted by applicable law, the settlement all payments and benefits under Section 4 of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement paid or provided only at the time of a termination of Executive’s employment that constitutes a “separation from service” from the PSUs or any dividend equivalent rights may not so qualify, and in that case, Company within the Committee shall administer the grant and settlement meaning of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of and the Coderegulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, notwithstanding anything herein to the contrary, if at the time of a ParticipantExecutive’s termination of employment with the Company and all Service RecipientsCompany, the Participant Executive is a “specified employee” as defined in Section 409A of as determined by the CodeCompany in accordance with Section 409A, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantExecutive) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is at least six months and one day following the ParticipantExecutive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code) (the “Permitted Payment Date”). Thereafter, if such payments will commence and continue in accordance with this Agreement until paid in full; provided that any payment or benefit that is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have delayed pursuant to the same meaning as “separation from service” under Section 409A provisions of the Code and Grantee immediately preceding sentence shall instead be deemed paid in a lump sum (subject to have remained employed so long as Grantee has not “separated from service” with all applicable withholding) promptly following the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the CodePermitted Payment Date.

Section 409A. Notwithstanding anything herein to The payments and benefits under the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is are intended to qualify as a for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein will be interpreted accordingly. To the extent that any payment or benefit described in the Agreement constitutes “shortnon-term deferralqualified deferred compensation” pursuant under Section 409A, and to Section 1.409A-1(b)(4) the extent that such payment or benefit is payable upon the termination of the Regulations Employment, then such payments or benefits will be payable only upon Employee’s “separation from service.” The determination of whether and this when a separation from service has occurred will be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). Notwithstanding anything in the Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a ParticipantEmployee’s termination of employment with separation from service, the Company and all Service Recipients, the Participant determines that Employee is a “specified employee” as defined in within the meaning of 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 service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A 409A(a)(2)(B)(i) of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) extent any payment or benefit that Employee become entitled to under the Agreement on account of Employee’s separation from service would be considered deferred compensation subject to the minimum extent necessary 20 percent additional tax imposed pursuant to satisfy Section 409A 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment will not be payable and such benefit will not be provided until the date that is the earlier of (A) six months and one day following the Participantafter Employee’s termination of employment with the Company separation from service, (B) Employee’s death, or the earliest (C) such earlier date as is permitted under Section 409A without imposition of adverse taxation. The Company makes no representation or warranty and will have no liability to the Employee or any other person if any provisions of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Agreement are determined to constitute deferred compensation subject to Section 409A of but do not satisfy an exemption from, or the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of conditions of, Section 409A of the Code.409A.

Section 409A. The intent of the parties is that this Agreement and the payments and benefits 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 be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the maximum extent permitted by applicable lawrequired in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the settlement Limited Partner shall not be considered to have terminated employment or service for purposes of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended until the Limited Partner would be considered to qualify as have incurred a “short-term deferralseparation from service” pursuant to Section 1.409A-1(b)(4) within the meaning of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to Any payments described in this Agreement that are due within the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employeeshort-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Each amount to be paid or benefit to be provided hereunder shall be construed as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable to a “specified employee” (within the meaning of Section 409A of the Code) upon a separation from service, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a such payment would result of such termination of service is necessary in order to prevent the imposition of any individual penalty tax or late interest charges imposed under Section 409A of the Code, such amounts shall instead be paid on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, then amounts reimbursable to the Company will defer Limited Partner shall be paid to the commencement Limited Partner on or before the last day of the payment year following the year in which the expense was incurred and the amount of any such payments or expenses eligible for reimbursement (and in kind benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantLimited Partner) during one year may not affect amounts reimbursable or provided in any subsequent year, and no reimbursement or in-kind benefit shall be subject to the minimum extent necessary to satisfy Section 409A liquidation or exchange for another benefit. The Partnership makes no representation that any or all of the Code until the date that is six months and one day following the Participant’s termination of employment payments described in this Agreement will be exempt from or comply with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed makes no undertaking to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of preclude Section 409A of the CodeCode from applying to any such payment.