Common use of Section 409A Clause in Contracts

Section 409A. The Company and the Executive intend that the payments and benefits provided for in this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 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)). Further, if at the time of the Executive’s termination of employment with the Company, the 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. The Company and the Executive intend that the payments and benefits provided for in this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 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)). Further, if at the time of the Executive’s termination of employment with the Company, the 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executivei) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination, then, if required, the severance and benefits payable to Executive pursuant to this Agreement (other than due to death), if any, and reimbursements provided any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which are otherwise due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive’s termination of employment or the date of Executive’s death, if earlier. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. (ii) Any amount paid under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements that qualifies as a payment made as a result of an involuntary separation from service pursuant to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b1.409A-1(b)(9)(iii) of the Code, and are Treasury Regulations that does not subject to liquidation or exchange for another benefit. Notwithstanding anything to exceed the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A Limit (as defined below) will not constitute Deferred Compensation Separation Benefits for purposes of the Code, the Company and the Executive shall work together clause (i) above. (iii) The foregoing provisions are intended to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A so that none of the Code severance payments and related Department benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Executive and the Company agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of Treasury guidance.any additional tax or income recognition prior to actual payment to Executive under Section 409A.

Section 409A. The Company and the Executive intend that the payments and benefits provided for in this a. This Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies is intended to comply with Section 409A of the Code, as amended (“Section 409A”) and any ambiguity herein shall be interpreted so as construed accordingly. It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax or interest imposed pursuant to Section 409A. To the extent such potential payments or benefits are or could become subject to Section 409A, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax or interest being imposed; provided, however, that no such amendment shall materially increase the cost to, or impose any liability on Heska with respect to any benefits contemplated or provided hereunder. Executive shall, at the request of Heska, take any reasonable action (or refrain from taking any action), required to comply with any correction procedure promulgated pursuant to Section 409A. b. If a payment that could be made under this Agreement would be subject to additional taxes and interest under ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ in its sole discretion may accelerate some or all of a payment otherwise payable under the Agreement to the time at which such amount is includible in the income of Executive, provided that such acceleration shall only be permitted to the extent permitted under Treasury Regulation § 1.409A-3(j)(4)(vii) and the amount of such acceleration does not exceed the amount permitted under Treasury Regulation § 1.409A-3(j)(vii). c. No payment to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits made under Section 5.3 of this Agreement shall be paid made at a time earlier than that provided for in this Agreement unless such payment is (i) an acceleration of payment permitted to be made under Treasury Regulation § 1.409A-3(j)(4) or provided only at the time (ii) a payment that would otherwise not be subject to additional taxes and interest under Section 409A. d. The right to each payment described in this Agreement shall be treated as a right to a series of separate payments and a termination separately identifiable payment for purposes of the Section 409A. e. For purposes of Section 6 of this Agreement, “termination” (or any similar term) when used in reference to Executive’s employment that constitutes shall mean “separation from service” with Heska within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder, and Executive shall be considered to have terminated employment with Heska when, and only when, Executive incurs a “separation from service” from the Company with Heska within the meaning of Section 409A 409A(a)(2)(A)(i) of the Code and the regulations and applicable administrative guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the Company, the issued thereunder. f. If Executive is qualifies as a “specified employee” as defined in within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code as determined by and would receive any payment sooner than six (6) months after Executive’s separation from service that, absent the Company in accordance with application of this Section 19(f), would be subject to additional tax imposed pursuant 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Codestatus as a specified employee, then the Company will defer the commencement of the such payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until shall instead be payable on the date that is at least the earliest of (i) six (6) months following the after Executive’s termination of employment with the Company separation from service, (ii) Executive’s death, or the earliest (iii) such other date permitted under Section 409A of the Code), whereupon the Company as 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 not result 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 payment being 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 be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidanceadditional tax.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive intend during the six-month period following the Executive’s termination date that does not qualify within either of the payments foregoing exceptions and benefits provided is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments payment of such amount shall be delayed as required by Code section 409A, and benefits under Section 5.3 of this Agreement the accumulated postponed amount shall be paid or provided only at in a lump sum payment within ten (10) days after the time end of a termination the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s employment that constitutes a “separation from service” from estate within sixty (60) days after 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)). Further, if at the time date of the Executive’s termination of employment with death. A “key employee” shall mean an employee who, at any time during the Company12-month period ending on the identification date, the Executive is a “specified employee” as defined in Section 409A of the under Code section 409A, as determined by the Company Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with Section 409A the provisions of the Code, Code sections 416(i) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.409A.

Section 409A. The Company Executive and the Executive intend Company acknowledge that each of the payments and benefits provided for in promised to the Executive under this Agreement must either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent comply with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 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 requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (determined after applying together, “Code Section 409A”) or qualify for an exception from compliance. This Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with, or an exemption from, Code Section 409A; provided, the presumptions set forth preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to payments under this Agreement, for purposes of Code Section 409A, each payment will be considered as one of a series of separate payments. The Executive and the Company further agree that, to the extent not otherwise exempt, the termination benefits described in Treas. Reg. this agreement are intended to be exempt from Code Section 1.409A-1(h)(1)409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or as payments pursuant to a separation pay plan pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). Further, if at the time If a payment obligation under this Agreement arises on account of the Executive’s termination of employment and if such payment obligation is considered “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)), the payment shall be paid only in connection with the Company, Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)). If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined in under Treasury Regulation Section 409A of the Code as determined by the Company in accordance with Section 409A of the Code1.409A-1(h)), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder “deferred compensation” (without any reduction in payments or benefits ultimately paid or provided as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the Executiveexemptions in Treasury Regulation Sections 1.409A-1(b)(3) until the date through (b)(12)) that is at least scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh (7th) month beginning after the date of the Executive’s separation from service or, if earlier, within fifteen (15) days after the appointment of the personal representative or executor of the Executive’s estate following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), whereupon the Company will pay the Executive a lump-sum amount equal death solely to the cumulative amounts that would have otherwise been previously paid extent such a delay is required to avoid the Executive imposition of excise taxes under this Agreement during the period in which such payments Code Section 409A. With respect to any reimbursement of expenses of, or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, any provision of in-kind benefits and reimbursements provided to, the Executive, as specified under this Agreement during any calendar Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits or reimbursements to be provided in any other calendar taxable year, other than an except for any medical reimbursement arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, if any; (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and are (iii) the right to reimbursement or in-kind benefits shall not be 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 be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. The Company and the Executive intend each hereby affirm that it is their mutual view that the provision of payments and benefits provided for in this Agreement either be described or referenced herein are exempt from or in compliance with the requirements of Section 409A of the CodeInternal Revenue Code of 1986, or as amended, and the Treasury regulations relating thereto (“Section 409A”) and that each party’s tax reporting shall be provided completed in a manner consistent with such view. The Company and Executive each agree that complies with upon the Separation Date, Executive will experience a “separation from service” for purposes of Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. For purposes of the Codelimitations on nonqualified deferred compensation under Section 409A, and any ambiguity herein each payment of compensation under this Agreement shall be interpreted so treated as to be consistent with the intent a separate payment of this Section 9.6compensation. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 of this Agreement shall be paid or provided only at to 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)). Further, if at the time of the Executive’s termination of employment with the Company, the 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 employment is necessary extent required in order to prevent any avoid accelerated or additional taxation and/or tax penalties 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 Separation Date separation from service shall instead be paid on the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until first business day after the date that is at least six (6) months following the Executive’s termination of employment with the Company Separation Date (or the earliest date permitted under Section 409A of the Codedeath, if earlier), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits and reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during any a calendar year shall may not affect in-the expenses eligible for reimbursement, or in kind benefits or reimbursements to be provided provided, in any other calendar year, other than an arrangement providing for ; (y) the reimbursement of medical expenses referred to in Section 105(b) an eligible expense will be made no later than the last day of the Code, calendar year following the year in which the expense is incurred; and are (z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything to Neither the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments Company nor its affiliates shall be promptly made to the Executive following such submissionliable in any manner for any federal, but in no event later than December 31st state or local income or excise taxes (including without limitation any taxes under Section 409A), or penalties or interest with respect thereto, as a result 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 payment 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. 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 hereunder or the inclusion of any such compensation or benefits or the Code, value thereof in Executive’s income. Executive acknowledges and agrees that the Company and shall not be responsible for any additional taxes or penalties resulting from the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements application of Section 409A of the Code and related Department of Treasury guidance.409A.

Section 409A. The Company and the Executive intend that the payments and benefits provided for in this This Agreement either be exempt from Section 409A of the Codeis intended to comply with, or be provided in a manner that complies with exempt from, Code Section 409A (to the extent applicable) and the parties hereto agree to interpret this Agreement in the least restrictive manner consistent therewith. Without limiting the generality of the Codeforegoing, severance pay pursuant to Sections 7(d) or (e) or Section 10 constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and any ambiguity herein shall be interpreted so as thus, to the extent of payments made from the date of termination of Executive’s employment through March 15 of the calendar year following such termination, such payments are intended to constitute “short-term deferral” under Section 1.409A-1(b)(4) of the Treasury Regulations. To the extent that severance payments or benefits are made following said March 15, they are intended to be consistent with payable upon an “involuntary separation from service” pursuant to Section 1.409A-1(b)(9)(iii) of the intent Treasury Regulations, to the maximum extent permitted by said provision. Notwithstanding any other provisions of this Section 9.6. Notwithstanding anything contained herein Agreement to the contrary, all payments and benefits under Section 5.3 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)). Further, if at the time of the Executive’s termination of employment with the Company, the Executive is a “specified employee” as defined in within the meaning of Code Section 409A of and the Code as determined by the Company in accordance with Section 409A of the Coderegulations issued thereunder, and the deferral of the commencement of any payments a payment or benefits benefit provided for in this Agreement or otherwise payable hereunder as a result of such termination of employment is necessary in order would be subject to prevent any accelerated or additional tax under Code Section 409A of the Code, then the Company will defer the commencement of the if such payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately benefit is paid or provided to the Executive) until the date that is at least within six (6) months following the after Executive’s termination “separation from service” (within the meaning of employment with the Company Code Section 409A), then such payment or benefit shall not be paid (or commence) during the earliest date permitted six-month period immediately following Executive’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A of the Code), whereupon the Company will pay the shall instead be paid to Executive in a lump-sum amount equal to cash payment on the cumulative amounts that earlier of (i) the first regular payroll date of the seventh month following Executive’s separation from service or (ii) the 10th business day following Executive’s death (but not earlier than such payments otherwise would have otherwise been previously paid made). In addition, no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and the Executive under this Agreement during the period in which such payments amount available for reimbursement, 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 provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits or reimbursements to be provided provided, in any other a subsequent calendar year, other than an arrangement providing for the . Any reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the which Executive and, if timely submitted, reimbursement payments is entitled hereunder shall be promptly made to the Executive following such submission, but in no event later than December 31st the last day of the calendar year following the calendar year in which the expense was such expenses were incurred. In no event Notwithstanding anything herein to the contrary, neither the Company nor any of its affiliates shall the have any liability to Executive be entitled or to any reimbursement other person or entity if the 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. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to in this Agreement that are intended to be exempt from or (y) comply compliant with the requirements of Code Section 409A of the Code and related Department of Treasury guidanceare not so exempt or compliant.

Section 409A. The Company and the Executive intend that the payments and benefits provided for in this This Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as is intended to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 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)). Further, if at the time of the Executive’s termination of employment with the Company, the 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department the regulations thereunder (“Section 409A”), and shall in all respects be administered in accordance with Section 409A. Notwithstanding anything 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 Treasury guidance.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 applicable. Further, any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. All separation payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A. For purposes of Section 409A, each payment hereunder shall be treated as a separate payment and the right to a series of payments under this Agreement shall be treated as 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 “nonqualified deferred compensation” for purposes of Section 409A, such reimbursements or other in-kind benefits shall be made or provided in accordance with the requirements of Section 409A. Notwithstanding the 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. (a) The Company and the Executive intend that the payments compensation and benefits provided for in under this Agreement either are intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated and other official guidance issued thereunder (collectively, or “Section 409A”), and this Agreement will be provided interpreted in a manner consistent with that complies intent. (b) The preceding provisions, however, shall not be construed as a guarantee by FII of any particular tax effect to the Executive under this Agreement. FII shall not be liable to the Executive for any payment made under this Agreement that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A. (c) References to “termination of employment” and similar terms used in this Agreement mean, to the extent necessary to comply with Section 409A of 409A, the Code, and any ambiguity herein shall be interpreted so as to be consistent with date that the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 of this Agreement shall be paid or provided only at the time of a termination of the Executive’s employment that constitutes Executive first incurs a “separation from service” from the Company within the meaning of Section 409A 409A. (d) To the extent any reimbursement provided under this Agreement is includable in the Executive’s income, such reimbursements shall be paid to the Executive not later than December 31st of the Code year following the year in which the Executive incurs the expense and the regulations and guidance promulgated thereunder amount of reimbursable expenses provided in one year shall not increase or decrease the amount of reimbursable expenses to be provided in a subsequent year. (determined after applying e) Notwithstanding anything in this Agreement to the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Furthercontrary, if at the time of the Executive’s termination of employment separation from service with the Company, FII the 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 Code409A, and the deferral of the commencement of any payments or benefits otherwise payment payable hereunder under this Agreement as a result of such termination of employment separation from service is necessary in order required to prevent any accelerated or additional tax under be delayed by six months pursuant to Section 409A of the Code409A, then the Company FII will defer the commencement of the make such payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until on the date that is at least six (6) months following the Executive’s termination separation from service with FII. The amount of employment with such payment will equal the Company (or the earliest date permitted under Section 409A sum of the Code), whereupon the Company will pay the Executive a lump-sum amount equal to the cumulative amounts payments that would have otherwise been previously paid to the Executive during the six-month period immediately following the Executive’s separation from service had the payment commenced as of such date. Each payment under this Agreement during the period in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to designated as a “separate payment” within the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements meaning of Section 409A of the Code and related Department of Treasury guidance.409A.

Section 409A. The Company and This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Executive intend that Internal Revenue Code of 1986, as amended (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments and benefits provided for in to be made upon a termination of employment under this Agreement either will be exempt made upon a “separation from service” under Section 409A of the Code. For purposes of Section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. In no event may the Employee, directly or be provided in a manner that complies with indirectly, designate the calendar year of payment. To the maximum extent permitted under Section 409A of the CodeCode and its corresponding regulations, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and cash severance benefits payable under Section 5.3 of this Agreement shall be paid or provided only at are intended to meet the time of a termination requirements of the Executive’s employment that constitutes a “separation from service” from the Company within the meaning of short-term deferral exemption under Section 409A of the Code and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in “separation pay exception” under Treas. Reg. Section 1.409A-1(h)(1)§1.409A-1(b)(9)(iii). FurtherHowever, if such severance benefits do not qualify for such exemptions at the time of the ExecutiveEmployee’s termination of employment with and therefore are deemed as deferred compensation subject to the Company, the Executive is a “specified employee” as defined in Section 409A requirements 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then if the Company will defer the commencement Employee is a “specified employee” under Section 409A of the Code on the date of the Employee’s termination of employment, notwithstanding any other provision of this Agreement, payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least severance under this Agreement shall be delayed for a period of six (6) months following from the Executivedate of the Employee’s termination of employment with the Company (or the earliest date permitted under if required by Section 409A of the Code). The accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Employee dies during the postponement period prior to payment of the postponed amount, whereupon the Company will pay amounts withheld on account of Section 409A of the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously Code shall be paid to the Executive under this Agreement during Employee’s estate within sixty (60) days after the period in which such payments or benefits were deferreddate of the Employee’s death. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, All reimbursements and in-kind benefits and reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during any the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year shall may not affect in-the expenses eligible for reimbursement, or in kind benefits or reimbursements to be provided provided, in any other calendar year, other than an arrangement providing for (iii) the reimbursement of medical expenses referred to in Section 105(b) 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 are (iv) the right to reimbursement or in kind benefits is 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 be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. The Company and This Award Agreement shall be interpreted in accordance with the Executive intend that requirements of Section 409A of the payments and benefits provided for Code. Notwithstanding any provision in this Award Agreement either to the contrary, if a payment is deemed to be exempt from deferred compensation subject to the requirements of Section 409A of the Code, or such payment may only be provided made under this Award Agreement upon an event and in a manner that complies with permitted by Section 409A of the Code. If a payment is not made by the designated payment date under this Award Agreement, and any ambiguity herein the payment shall be interpreted so as made by December 31 of the 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 be consistent with the intent have occurred for purposes of any provision of this Section 9.6. Notwithstanding anything contained herein to Award Agreement providing for the contrary, all payments and payment of any amounts or benefits under Section 5.3 of this Agreement shall be paid upon or provided only at the time of following a termination of service that are considered “nonqualified deferred compensation” under Section 409A of the Executive’s employment that constitutes Code unless such termination is also a “separation from service” from the Company within the meaning of Section 409A of the Code and and, for purposes of any such provision of this award Agreement, references to a “termination,” “Termination of Service” or like terms shall mean “separation from service.” Notwithstanding anything to the regulations and guidance promulgated thereunder (determined after applying contrary in this Award Agreement, no amounts payable to the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, 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 of the Executive’s termination of employment with the Company, the Executive is or times indicated in this Award Agreement would be a “specified employee” as defined in prohibited distribution under Section 409A of the Code as determined by the Company in accordance with Section 409A 409A(a)(2)(b)(i) of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of . If the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to amounts is delayed as a result of the Executive) until previous sentence, then on the date that is at least six (6) months first day following the Executive’s termination end of employment with such 6-month period, the Company (or the earliest date permitted under Section 409A of the Code), whereupon the Company will shall pay the Executive Participant a lump-sum amount equal to the cumulative amounts amount that would have otherwise been previously paid payable to the Executive under this Agreement Participant 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, in6-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidancemonth period.

Section 409A. The Company and the Executive intend that the This Agreement as well as payments and benefits provided for in under this Agreement either are intended to be exempt from Section 409A of the Codefrom, or be provided in a manner that complies to the extent subject thereto, to comply with Section 409A of the CodeInternal Revenue Code of 1986, and any ambiguity herein as amended (“Section 409A”), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted so as to be consistent with the intent of this Section 9.6in accordance therewith. Notwithstanding anything contained herein to the contrary, all the Limited Partner shall not be considered to have terminated employment with the Partnership for purposes of any payments and benefits under Section 5.3 of this Agreement shall be paid or provided only at which are subject to Section 409A until the time of a termination of the Executive’s employment that constitutes Limited Partner has incurred a “separation from service” from the Company 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 of and any payments described in this Agreement that are due within the Code and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the Company, the Executive is a “specified employeeshort term deferral period” as defined in Section 409A of the Code shall not be treated as determined by deferred compensation unless applicable law requires otherwise. Without limiting the Company in accordance with Section 409A of foregoing and notwithstanding anything contained herein to the Codecontrary, and to the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary extent required in order to prevent 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 payments or benefits ultimately paid or provided to the Executive) until first business day after the date that is at least six (6) months following the ExecutiveLimited 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 permitted additional tax under Section 409A of the Code)409A, whereupon the Company will pay the Executive a lump-sum amount equal amounts reimbursable to the cumulative amounts that would have otherwise been previously Limited Partner shall be paid to the Executive under this Agreement during Limited Partner on or before 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) last day 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 be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall incurred and the Executive be entitled to any amount of expenses eligible for reimbursement payments after December 31st of the calendar year following the calendar year (and in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income provided to the Executive. Additionally, Limited Partner) during one year may not affect amounts reimbursable or provided in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidancesubsequent year.

Section 409A. (a) The Company and Award is intended to comply with the Executive intend that “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and, to the payments and benefits provided for in maximum extent permitted, this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be construed and administered consistent with the intent of this Section 9.6such intent. Notwithstanding anything contained herein to the contrary, all if the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Section 409A, references in this Agreement (including in Section 4.1), to payment or settlement of amounts under this Agreement within the “short-term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4), shall not apply, and instead payments will be made on the applicable payment date or a later date within the same taxable year of the Grantee, or if such timing is administratively impracticable, by the 15th day of the third calendar month following the date specified herein. For clarity, the Grantee is not permitted to designate the taxable year of payment. Notwithstanding anything contained herein to the contrary, if the Grantee is a “specified employee” (within the meaning set forth Section 409A(a)(2)(B)(i) of the Code) as of the date of the Grantee’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any Shares that would otherwise be made on the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and benefits will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service (or upon death, if earlier), with the balance of the Shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the Shares is necessary to avoid the imposition of taxation in respect of the Shares under Section 5.3 409A. A termination of employment or service shall not be deemed to have occurred for purposes of this Agreement shall be paid providing for the payment of any amounts that are considered deferred compensation under Section 409A upon or provided only at the time of following a termination of the Executive’s employment that constitutes or service, unless such termination is also a “separation from service” from the Company (within the meaning of Treasury Regulation Section 409A of the Code 1.409A-1(h)) and the regulations and guidance promulgated thereunder (determined after applying payment thereof prior to a “separation from service” would violate Section 409A. Each installment of Shares that becomes payable in respect of vested Restricted Stock Units subject to the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the Company, the Executive Award is a “specified employeeseparate payment” as defined in for purposes of Treasury Regulation 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code1.409A-2(b)(2), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive Company be entitled to liable for all or any reimbursement payments after December 31st portion of any taxes, penalties, interest or other expenses that may be incurred by 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. Additionally, in Grantee on account of Section 409A. (b) In the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits amounts payable under this Agreement hereunder may be subject taxable to the Grantee under Section 409A prior to the payment and/or delivery to the Grantee of the Codesuch amount, the Company and the Executive shall work together to Committee may adopt such amendments to this Agreement or adopt other policies or procedures (including amendmentsthe Agreement, and appropriate policies and procedures procedures, including amendments and policies with retroactive effect), or take any other commercially reasonable actions that the Committee determines necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided by the Restricted Stock Units and this Agreement. (c) Notwithstanding any provision of this Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Agreement or (y) comply with and the requirements of Section 409A terms of the Code and related Department Restricted Stock Units as the Company deems necessary or desirable to avoid the imposition of Treasury guidancetaxes or penalties under Section 409A. In any case, neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold the Grantee harmless from any or all of such taxes or penalties.

Section 409A. The Company and the Executive intend that the This Agreement as well as payments and benefits provided for in under this Agreement either are intended to be exempt from Section 409A of the Codefrom, or be provided in a manner that complies to the extent subject thereto, to comply with Section 409A of the CodeInternal Revenue Code of 1986, and any ambiguity herein as amended (“Section 409A”), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted so as to be consistent with the intent of this Section 9.6in accordance therewith. Notwithstanding anything contained herein to the contrary, all the Limited Partner shall not be considered to have terminated employment with the Partnership for purposes of any payments and benefits under Section 5.3 of this Agreement shall be paid or provided only at which are subject to Section 409A until the time of a termination of the Executive’s employment that constitutes Limited Partner has incurred a “separation from service” from the Company 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 of and any payments described in this Agreement that are due within the Code and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the Company, the Executive is a “specified employeeshort term deferral period” as defined in Section 409A of the Code shall not be treated as determined by deferred compensation unless applicable law requires otherwise. Without limiting the Company in accordance with Section 409A of foregoing and notwithstanding anything contained herein to the Codecontrary, and to the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary extent required in order to prevent 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 payments or benefits ultimately paid or provided to the Executive) until first business day after the date that is at least six (6) months following the ExecutiveLimited 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 permitted additional tax under Section 409A of the Code)409A, whereupon the Company will pay the Executive a lump-sum amount equal amounts reimbursable to the cumulative amounts that would have otherwise been previously Limited Partner shall be paid to the Executive under this Agreement during Limited Partner on or before 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) last day 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 be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall incurred and the Executive be entitled to any amount of expenses eligible for reimbursement payments after December 31st of the calendar year following the calendar year (and in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income provided to the Executive. Additionally, Limited Partner) during one year may not affect amounts reimbursable or provided in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidancesubsequent year.

Section 409A. The Company and the Executive parties intend that the payments compensation and benefits to be provided for under this Agreement shall be exempt from or compliant with the requirements of Code Section 409A of the Code and this Agreement shall be interpreted and applied in a manner consistent with such intent. Notwithstanding anything in this Agreement either to the contrary, if payment of any amounts under this Agreement would be exempt from subject to additional taxes and interest under Code Section 409A because the timing of such payments is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payments to which Executive would otherwise be entitled during the first six months following the date of his Termination of Employment shall be accumulated and paid on the second business day that is six months after the date of such Termination of Employment with Company, or such earlier date upon which such payments can be paid under Code Section 409A of the Code without being subject to such additional taxes and interest. Further, notwithstanding anything in this Agreement to the contrary, if benefits to be made available under this Agreement would be subject to additional taxes and interest under Code Section 409A because the provision of such benefits is not delayed for the first six months following the date of Executive’s Termination of Employment with Company as provided in Code Section 409A(a)(2)B)(i) of the Code and the regulations thereunder, such benefits shall not be delayed; however, Executive shall pay to Company, at the time or times such benefits are provided, the fair market value of such benefits, and Company shall reimburse Executive for any such payments on or within ten days following the expiration of such six-month period. Executive hereby agrees to be bound by Company’s determination of its “specified employees” (as such term is defined in Code Section 409A) in accordance with any of the methods permitted under the regulations issued under Code Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein which shall be interpreted so as determined annually by the Company. The Company makes no representation or warranty and shall have no liability to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 Executive or any other person if any provisions 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 are determined to constitute deferred compensation subject to Code 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)). Furtherbut do not satisfy an exemption from, if at the time of the Executive’s termination of employment with the Company, the 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code)conditions of, 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidancesection.

Section 409A. The Company (a) Notwithstanding any other provision of the Plan, this Agreement or the Grant Notice, the Plan, this Agreement and the Executive intend that the payments and benefits provided for in this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein Grant Notice shall be interpreted so as to be consistent with in accordance with, and incorporate the intent of this Section 9.6. Notwithstanding anything contained herein to the contraryterms and conditions required by, all payments and benefits under Section 5.3 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 (together with any Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Grant Date, “Section 1.409A-1(h)(1)409A”). Further, if at the time The Board (or any Committee to which administration of the Executive’s termination of employment with the Company, the Executive is a “specified employee” as defined in Section 409A of the Code as determined Plan has been delegated 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the ExecutiveBoard) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionallymay, 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 Codeits discretion, the Company and the Executive shall work together to adopt such amendments to the Plan, this Agreement or the Grant Notice or adopt other policies or and procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions actions, as the Board (or any Committee to which administration of the Plan has been delegated by the Board) determines are necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A. (b) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the Shares issuable pursuant to the RSUs and the cash issuable upon settlement of Dividend Equivalents corresponding thereto shall be distributed to Participant no later than the later of: (i) the fifteenth (15th) day of the third month following Participant’s first taxable year in which such RSUs are no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following first taxable year of the Company in which such RSUs are no longer subject to substantial risk of forfeiture, as determined in accordance with Section 409A and any Treasury Regulations and other guidance issued thereunder. (c) For purposes of Section 409A of the Code and related Department (including, without limitation, for purposes of Treasury guidanceRegulation Section 1.409A-2(b)(2)(iii)), each payment that Participant may be eligible to receive under this Agreement shall be treated as a separate and distinct payment.

Section 409A. The Company (a) This Agreement is intended to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Executive intend that the its corresponding regulations, or an exemption thereto, and payments and benefits provided for in may only be made under this Agreement either be exempt from Section upon an event and in a manner permitted by section 409A of the Code, or to the extent applicable. Severance benefits under this Agreement are intended to be provided exempt from section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in a manner that complies with Section this Agreement to the contrary, if required by section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with if the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 of this Agreement shall be paid or provided only at the time of a termination of the Executive’s employment that constitutes Executive is considered a “separation from servicespecified employee” from the Company within the meaning for purposes of Section section 409A of the Code and the regulations and guidance promulgated thereunder (determined if payment of any amounts under this Agreement is required to be delayed for a period of six months after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the Company, the Executive is a “specified employee” as defined in Section separation from service pursuant to section 409A of the Code Code, payment of such amounts shall be delayed as determined required by the Company in accordance with Section section 409A of the Code, and the deferral accumulated amounts shall be paid in a lump-sum payment within 10 days after the end of the commencement six-month period. If the Executive dies during the postponement period prior to the payment of any benefits, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (b) All payments or benefits otherwise payable hereunder as to be made upon a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section this Agreement may only be made upon a “separation from service” under section 409A of the Code. For purposes of section 409A of the Code, then each payment hereunder shall be treated as a separate payment, and the Company will defer right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the commencement Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive’s designating the calendar year of payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided amounts of deferred compensation subject to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section section 409A of the Code), whereupon and if a payment that is subject to execution of the Company will pay Release could be made in more than one taxable year, payment shall be made in the Executive a lumplater taxable year. (c) All reimbursements and in-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement be for expenses incurred 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 specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits and reimbursements provided under this Agreement provided, during any a calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits or reimbursements to be provided provided, in any other calendar year, other than an arrangement providing for (iii) the reimbursement of medical expenses referred to in Section 105(b) an eligible expense be made no later than the last day of the Codecalendar year following the year in which the expense is incurred, and are (iv) the right to reimbursement or in-kind benefits not be 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 be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement. For purposes of Code Section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code Section 409A, the cash severance payments payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-l(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-l(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive intend during the six-month period following the Executive’s termination date that does not qualify within either of the payments foregoing exceptions and benefits provided is deemed as deferred compensation subject to the requirements of Code Section 409A, then such amount shall hereinafter be referred to as the “Excess Amount.” If the Executive is a “key employee” of a publicly traded corporation under Section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Code Section 409A, then notwithstanding anything in this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments payment of such amount shall be delayed as required by Code Section 409A, and benefits under Section 5.3 of this Agreement the accumulated postponed amount shall be paid or provided only at in a lump sum payment within 10 days after the time end of a termination the six-month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of Section 409A shall be paid to the personal representative of the Executive’s employment that constitutes a “separation from service” from estate within 60 days after 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)). Further, if at the time date of the Executive’s termination of employment with death. A “key employee” shall mean an employee who, at any time during the Company12-month period ending on the identification date, the Executive is a “specified employee” as defined in under Code Section 409A of the Code 409A, as determined by the Company Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with Section 409A the provisions of the Code, Code Sections 416(i) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.409A.

Section 409A. The Company (a) This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Bank nor its directors, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by the Executive intend that as a result of the payments and benefits provided for application of Section 409A of the Code. (b) Notwithstanding any provision in this the Agreement either be exempt from to the contrary, to the extent necessary to avoid the imposition of tax on the Executive under Section 409A of the Code, or any payments that are otherwise payable to the Executive within the first six (6) months following the Date of Termination, shall be provided in suspended and paid as soon as practicable following the end of the six-month period following the Date of Termination if, immediately prior to the Executive’s termination, the Executive is determined to be a manner that complies with “specified employee” (within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 of this Agreement shall be paid or provided only at the time of a termination ) of the Executive’s employment that constitutes a Bank (or any related “separation from serviceservice recipient” from the Company within the meaning of Section 409A of the Code and the regulations and guidance promulgated thereunder thereunder). Any payments suspended by operation of the foregoing sentence shall be paid as a lump sum within thirty (determined after applying 30) days following the presumptions set forth end of such six-month period. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first. (c) The Bank shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the Company, the 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive1.409A-3(j)(4) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 of deferred amounts, provided that such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with distribution meets the requirements of Treas. Reg. Section 409A of the Code and related Department of Treasury guidance1.409A-3(j)(4).

Section 409A. The Company and the Executive intend that the payments and benefits provided for in this This Agreement either is intended to meet, or be exempt from from, the requirements of Section 409A of the CodeInternal Revenue Code of 1986, or be provided in a manner that complies with Section 409A of the Codeas amended, and any ambiguity herein the regulations and interpretive guidance promulgated thereunder (collectively, “Section 409A”), with respect to amounts subject thereto, and shall be interpreted so as and construed consistent with that intent. No expenses eligible for reimbursement, or in-kind benefits to be consistent with provided, during any calendar year shall affect the intent of this Section 9.6. Notwithstanding anything contained herein amounts eligible for reimbursement in any other calendar year, to the contraryextent subject to the requirements of Section 409A, all 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 and benefits provided under Section 5.3 of this Agreement shall be paid or provided only at the time of treated as a separate payment. Any payments to be made under this Agreement upon a termination of the Executive’s employment that constitutes shall only be made upon a “separation from service” under Section 409A. If amounts payable under this Agreement do not qualify for exemption 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)). Further, if at the time of the Executive’s termination separation from service and therefore are deemed deferred compensation subject to the requirements of employment with Section 409A on the Companydate of such separation from service, the then if 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A on the date of Executive’s separation from service, payment of the Code, then amounts hereunder shall be delayed for a period of six months from the Company will defer date of Executive’s separation from service if required by Section 409A. The accumulated postponed amount shall be paid in a lump sum within 10 days after the commencement end of the six-month period. If Executive dies during the postponement period prior to payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Codepostponed amount, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements amounts withheld on account of Section 409A shall be paid to Executive’s estate within 10 days after the date of the Code and related Department of Treasury guidanceExecutive’s death.

Section 409A. The Company and the Executive intend that the payments and benefits provided for in this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 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)). Further, if at the time of the Executive’s termination of employment with the Company, the 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executivea) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind if Employee is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of Employee’s termination (other than due to death), then the severance benefits and reimbursements provided payable to Employee under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in Agreement, if any, and any other calendar yearseverance payments or separation benefits that may be considered deferred compensation under Section 409A (together, other than an arrangement providing for the reimbursement “Deferred Compensation Separation Benefits”) otherwise due to Employee on or within the six (6) month period following Employee’s termination shall accrue during such six (6) month period and shall become payable in a lump sum payment on the date six (6) months and one (1) day following the date of medical expenses referred Executive’s termination of employment. All subsequent payments, if any, shall be payable in accordance with the payment schedule applicable to in Section 105(b) of the Code, and are not subject to liquidation each payment or exchange for another benefit. Notwithstanding anything herein to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive andcontrary, if timely submittedEmployee dies following his or her termination but prior to the six month anniversary of his or her date of termination, reimbursement then any payments delayed in accordance with this paragraph shall be promptly made to the Executive following such submission, but payable 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 a lump sum as soon as administratively practicable 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. Additionally, in the event that following the date hereof of Employee’s death and all other Deferred Compensation Separation Benefits shall be payable in accordance with the Company payment schedule applicable to each payment or benefit. (b) It is the Executive reasonably determines that any compensation or benefits payable under intent of this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A so that none of the Code severance payments and related Department benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions as are necessary, appropriate or desirable to avoid imposition of Treasury guidanceany additional tax or income recognition under Section 409A prior to actual payment to Employee.

Section 409A. The Company and the Executive intend that the payments and benefits provided for in this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 of this Agreement is intended to be interpreted and operated to the extent possible so that the payments set forth herein either shall be paid or provided only at the time of a termination of the Executive’s employment that constitutes a “separation from service” exempt from the Company within the meaning requirements of Section 409A of the Code and or shall comply with the regulations and guidance promulgated thereunder requirements of such provision; provided however that in no event shall the Employer be liable to the Employee for or with respect to any taxes, penalties or interest which may be imposed upon the Employee pursuant to Section 409A. To the extent that any amount payable pursuant to this Agreement constitutes a “deferral of compensation” subject to Section 409A (determined after applying a “409A Payment”), then, if on the presumptions set forth date of the Employee’s “separation from service,” as such term is defined in Treas. Reg. Section 1.409A-1(h)(1), from the Employer (“Separation from Service”). Further, if at the time of the Executive’s termination of employment with the Company, the Executive Employee is a “specified employee,” as such term is defined in Treas. Reg. Section 409A of the Code 1.409-1(i), as determined from time to time 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the CodeEmployer, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided 409A Payment shall not be made to the ExecutiveEmployee earlier than the earlier of (i) until the date that is at least six (6) months after the Employee’s Separation from Service; or (ii) the date of Employee’s death. The 409A Payment under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, with interest (compounded monthly) at the prime rate reported by the Wall Street Journal on the date the payment otherwise would have been made, on the first business day following the Executiveend of the six (6) month period or following the date of the Employee’s death, whichever is earlier. The Employee hereby acknowledges that Employee has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Employee of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Section 409A and applicable federal and state tax law. Employee hereby agrees to bear the entire risk of any such adverse federal and state tax consequences and penalty taxes in the event any payment pursuant to this Agreement is deemed to be subject to Section 409A, and that no representations have been made to the Employee relating to the tax treatment of any payment pursuant to this Agreement under Section 409A and the corresponding provisions of any applicable state income tax laws. If payments under Section 6(c) constitute 409A Payment, references within Section 6(c) and this Section 9(i) to termination of employment with the Company (or the earliest date permitted under similar language shall mean Employee’s “separation from service” as defined in Treas. Reg. Section 409A of the Code1.409A-1(h), whereupon including 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 default presumptions thereunder. No 409A Payment payable under this Agreement during shall be subject to acceleration or to any change in the period in which such payments specified time or benefits were deferred. Thereaftermethod of payment, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements except as otherwise 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 and consistent with 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 be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.409A.

Section 409A. The Company and the Executive intend that the payments and benefits provided for in this (a) This Agreement either is intended to comply with, or otherwise be exempt from from, Section 409A of the Code, or be provided Code and any regulations and Treasury guidance promulgated thereunder. To the extent that any provision in a manner that complies this Agreement is ambiguous as to its compliance with Section 409A of the Code, and any ambiguity herein the provision shall be interpreted read in such a manner so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all that no payments and benefits due under Section 5.3 of this Agreement shall be paid or provided only at the time of a termination of the Executive’s employment that constitutes a subject to an “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)). Further, if at the time of the Executive’s termination of employment with the Company, the Executive is a “specified employeeadditional tax” as defined in Section 409A of the Code as determined by the Company in accordance with Section 409A 409(a)(1)(B) of the Code. If the Employer determines in good faith that any provision of this Agreement would cause the Executive to incur an additional tax, and the deferral of the commencement of any payments penalty, or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax interest under Section 409A of the Code, then the Company will defer Employer and the commencement Executive shall use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the maximum extent practicable the original intent of the payment applicable provision without violating the provisions of any Section 409A of the Code or causing the imposition of such payments additional tax, penalty, or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted interest under Section 409A of the Code). The preceding provisions, whereupon however, shall not be construed as a guarantee by the Company will pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid Employer of any particular tax effect to the Executive under this Agreement. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement during shall be treated as a right to a series of separate payments. In no event may the period in which such payments Executive, directly or benefits were deferred. Thereafterindirectly, payments will resume in accordance with this Agreement. Notwithstanding anything designate the calendar year of payment. (c) With respect to the contrary in this Agreementany reimbursement of expenses of, or any provision of in-kind benefits and reimbursements provided to, the Executive, as specified under this Agreement during any calendar Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits or reimbursements to be provided in any other calendar taxable year, other than an except for any medical reimbursement arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, ; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and are (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary . (d) “Termination of employment,” “resignation,” or words of similar import, as used in this AgreementAgreement means, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement for purposes of any payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be that are payments of deferred compensation 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 Executive's “separation from service” as defined in Section 409A of the Code and/or preserve the intended tax treatment Code. (e) If a payment obligation under this Agreement arises on account of the compensation and benefits provided with respect to this Agreement or Executive’s separation from service while the Executive is a “specified employee” (y) comply with the requirements of as defined under Section 409A of the Code and related Department determined in good faith by the Employer), any payment of “deferred compensation” (as defined under Treasury guidanceRegulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid within fifteen (15) days after the end of the six-month period beginning on the date of such separation from service or, if earlier, within fifteen (15) days after the appointment of the personal representative or executor of the Executive’s estate following his death. (f) Nothing herein shall be construed as having modified the time and form of payment of any amounts or payments of “deferred compensation” (as defined under Treas. Reg. § 1.409A-1(b)(1), after giving effect to the exemptions in Treas. Reg. §§ 1.409A-1(b)(3) through (b)(12)) that were otherwise payable pursuant to the terms of any agreement between the Employer and the Executive in effect on or after January 1, 2005 and prior to the date of this Agreement.

Section 409A. The Company This Agreement and any payment, distribution or other benefit hereunder shall comply with the Executive intend that the payments and benefits provided for in this Agreement either be exempt from requirements of Section 409A of the Code, 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 extent applicable, and shall in all respects be provided administered in a manner that complies accordance with Section 409A 409A; provided, that, for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on Executive as a result of Section 409A. To the Code, and extent any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 provision or term 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 is ambiguous as to its compliance with Section 409A of the Code and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the Company409A, the provision or term will be read in such a manner so that such provision or term and all payments hereunder comply with Section 409A. To the extent 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided and solely to the extent necessary to avoid taxation and/or penalties under Section 409A, no payment, distribution or other benefit described in this Agreement constituting a distribution of deferred compensation (within the 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)) until will be made before the earlier of the date that is at least six (6) months 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 earlier of the six- (6) month anniversary of Executive’s termination of employment with the Company (separation from service or the earliest date 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 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, solely to the extent necessary to avoid taxation and/or penalties under Section 409A 409A, Executive shall not be deemed to have terminated employment unless and until a separation from service (within the meaning of the CodeTreasury Regulation Section 1.409A-1(h), whereupon the Company will pay the Executive ) has occurred. Each payment under Sections 4(e) and 7 shall be treated as a lumpseparate payment for purposes of Section 409A. All reimbursements and in-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive kind benefits provided under this Agreement during the period in which such payments shall be made or benefits were deferred. Thereafter, payments will resume provided in accordance with this Agreement. Notwithstanding anything to the contrary requirements of Section 409A, including, where applicable, the requirement 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 and reimbursements provided under this Agreement provided, during any a calendar year shall may not affect the expenses eligible for reimbursement, or in-kind benefits or reimbursements to be provided provided, in any other calendar year, other than an arrangement providing for (iii) the reimbursement of medical expenses referred to an eligible expense will be made not later than the last day of Executive’s taxable year following the taxable year in Section 105(b) of the Codewhich such expense was incurred, and are (iv) the right to reimbursement or in-kind benefits is 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 be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. The Company and 25.1 This Agreement is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on the Executive intend that the payments and benefits provided for in this Agreement either be exempt from under Section 409A of the Code, or payments may only be provided made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that complies with are provided upon a Termination shall, to the extent necessary in order to avoid the imposition of a penalty tax on the Executive under Section 409A of the Code, and any ambiguity herein shall not be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 of this Agreement shall be paid or provided only at the time of a termination of the Executive’s employment that unless such Termination constitutes a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A of the Code and shall be paid under the regulations and guidance promulgated thereunder (determined after applying applicable exception. Notwithstanding anything in this Agreement to the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Furthercontrary, if at the time of the Executive’s termination of employment with the Company, the Executive is considered a “specified employee” (as defined in Section 409A of the Code as determined by Code), any amounts paid or provided under this Agreement shall, to the Company extent necessary in accordance with order to avoid the imposition of a penalty tax on the Executive under Section 409A of the Code, be delayed for six months after the Executive’s “separation from service” within the meaning of Section 409A of the Code, and the deferral accumulated amounts shall be paid in a lump sum within ten days after the end of the commencement six-month period. If the Executive dies during the six-month postponement period prior to the payment of any payments or benefits otherwise payable hereunder as a result benefits, the amounts the payment of such termination which is deferred on account of employment is necessary in order Section 409A of the Code shall be paid to prevent any accelerated or additional tax under the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. 25.2 For purposes of Section 409A of the Code, then the Company will defer right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the commencement Executive, directly or indirectly, designate the calendar year of the payment of any such payments or a payment. All reimbursements and in-kind benefits hereunder (without any reduction in payments or benefits ultimately paid provided under this Agreement shall be made or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment in accordance with the Company (or the earliest date permitted under requirements of Section 409A of the Code), whereupon including, where applicable, the Company will pay the Executive a lump-sum amount equal to the cumulative amounts requirement that would have otherwise been previously paid to the Executive under this Agreement (a) any reimbursement is for expenses incurred 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 of time specified in this Agreement, (b) the amount of expenses eligible for reimbursement, or in-kind benefits and reimbursements provided under this Agreement provided, during any a calendar year shall may not affect in-the expenses eligible for reimbursement, or in kind benefits or reimbursements to be provided provided, in any other calendar year, other than an arrangement providing for (c) the reimbursement of medical expenses referred to in Section 105(b) an eligible expense will be made no later than the last day of the Codecalendar year following the year in which the expense is incurred, and are (d) the right to reimbursement or in kind benefits is 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 be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. The Company and the Executive intend that the payments and benefits provided for in Notwithstanding any provision of this Agreement either be exempt from Section 409A to the contrary: (a) All provisions of the Code, or be provided in a manner that complies this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986 (the “Code”), and any ambiguity herein the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be interpreted so construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be consistent with the intent of this excluded from Section 9.6. Notwithstanding anything contained herein 409A to the contrarymaximum extent possible. For purposes of Section 409A, all payments and benefits each installment payment provided under Section 5.3 of this Agreement shall be paid or provided only at the time of treated as a separate payment. Any payments to be made under this Agreement upon a termination of the ExecutiveEmployee’s employment that shall only be made if such termination of employment constitutes a “separation from service” from under Section 409A. (b) To the Company within extent, if any, that the meaning of Section 409A aggregate amount of the Code and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time installments of the Executive’s termination of employment with the Company, the 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), whereupon the Company will pay the Executive a lump-sum amount equal to the cumulative amounts Severance Payment that would have otherwise been previously be paid pursuant to the Executive 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(b7(f)(i) 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 be promptly made to the Executive following such submission, but in no event later than December 31st after March 15 of the calendar year following the calendar year in which the expense was incurred. In no event Termination Date occurs (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Employee in a lump sum on the Executive be entitled to any reimbursement payments after December 31st Applicable March 15 (or the first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and the installments of the calendar Severance Payment payable after the Applicable March 15 shall be reduced by such excess (beginning with the installment first payable after the Applicable March 15 and continuing with the next succeeding installment until the aggregate reduction equals such excess). (c) 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), (i) any such expense reimbursement shall be made by the Company no later than the last day of Employee’s taxable year following the calendar taxable year in which the such expense was incurred. This paragraph shall only apply incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and reimbursements (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that would result in taxable compensation income 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 Executive. Additionally, period in which the event that following arrangement is in effect. (d) If any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date hereof of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company or makes no representations that the Executive reasonably determines that any compensation or payments and benefits payable provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be subject to incurred by Employee on account of non-compliance with Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.409A.

Section 409A. a. The Company and the Executive parties intend that the payments and benefits provided for in this Agreement either will be exempt from administered in accordance with Section 409A of the Code, or be provided in a manner . To the extent that complies any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, and any ambiguity herein the provision shall be interpreted read in such a manner so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, that all payments and benefits under hereunder comply with Section 5.3 409A of the Code. Each payment pursuant to this Agreement shall is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A 2(b)(2). The parties agree that this Agreement may 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 amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the regulations payments and guidance promulgated thereunder (determined after applying benefits provided hereunder without additional cost to either party. b. Anything in this Agreement to the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Furthercontrary notwithstanding, if at the time of the Executive’s termination separation from service within the meaning of employment with Section 409A of the CompanyCode, the Company determines that the Executive is a “specified employee” as defined in within the meaning of 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A 409A(a)(2)(B)(i) of the Code, then to the Company will defer extent any payment or benefit that the commencement Executive becomes entitled to under this Agreement or otherwise on account of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided Executive’s separation from service would be considered deferred compensation otherwise subject to the Executive20 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 shall not be payable and such benefit shall not be provided until the date that is at least the earlier of (A) six (6) months following and one day after the Executive’s termination of employment with separation from service, or (B) the Company (or Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the earliest date permitted under Section 409A of the Code), whereupon the Company will pay the Executive first payment shall include a lumpcatch-sum amount equal to the cumulative up payment covering amounts that would otherwise have otherwise been previously paid to the Executive under this Agreement during the six-month period in which such payments or benefits were deferred. Thereafterbut for the application of this provision, payments will resume and the balance of the installments shall be payable in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, their original schedule. c. All in-kind benefits provided and reimbursements provided expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any calendar reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits or reimbursements to be provided or the expenses eligible for reimbursement in any other calendar year, taxable year (except for any lifetime or other than an arrangement providing for the aggregate limitation applicable to medical expenses). Such right to reimbursement of medical expenses referred to in Section 105(b) of the Code, and are or in-kind benefits is 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 . d. The Company makes no representation or warranty and shall be promptly made have no liability to the Executive following such submission, but in no event later than December 31st or any other person if any provisions 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. 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 are determined to constitute deferred compensation 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)Code but do not satisfy an exemption from, or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidanceconditions of, such Section.

Section 409A. The Company To the extent applicable, this Plan and the Executive intend that the payments and benefits provided for in this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein Awards issued hereunder shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 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)). Further, if at the time of the Executive’s termination of employment with the Company, the 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 CodeCode and Department of Treasury regulations and other interpretative guidance issued thereunder, and including without limitation any such regulations or other guidance that may be issued after the deferral Effective Date. Notwithstanding other provisions of the commencement Plan or any Award agreements issued thereunder, no Award shall be granted, deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or an additional tax under Section 409A of the Code upon a Participant. In the event that it is reasonably determined by the Administrator that, as a result of Section 409A of the Code, then payments in respect of any Award under the Company will defer Plan may not be made at the commencement time contemplated by the terms of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (Plan or the earliest date permitted relevant Award agreement, as the case may be, without causing the Participant holding such Award to be subject to taxation under Section 409A of the Code), whereupon consistent with 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 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 provisions of medical expenses referred to in Section 105(b13(a) 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 be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Codeabove, the Company and Partnership may take whatever actions 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 Administrator determines necessary or appropriate to (x) comply with, or exempt the compensation Plan and benefits payable under this Agreement Award agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidanceguidance and other interpretive materials as may be issued after the Effective Date including, without limitation, (a) adopting such amendments to the Plan and Awards and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Administrator determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (b) taking such other actions as the Administrator determines necessary or appropriate to avoid the imposition of an additional tax under Section 409A of the Code, which action may include, but is not limited to, delaying payment to a Participant who is a “specified employee” within the meaning of Section 409A of the Code until the first day following the six-month period beginning on the date of the Participant’s termination of Employment. The Partnership shall use commercially reasonable efforts to implement the provisions of this Section 18 in good faith; provided that neither the Partnership, the Administrator nor any employee, director or representative of the Partnership or of any of its Affiliates shall have any liability to Participants with respect to this Section 18.

Section 409A. The Company and the Executive intend that the payments and benefits provided for in this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 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)). Further, if at the time of the Executive’s termination of employment with the Company, the 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred4.1. This paragraph shall only apply Agreement is intended to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department shall in all respects be administered and interpreted in accordance with Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions on the Executive under Section 409A of Treasury guidancethe Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. Notwithstanding anything in the Agreement to the contrary, distributions may only be made under the Agreement upon an event and in a manner permitted by Section 409A of the Code or an applicable exception. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and each payment under this Agreement shall be treated as a separate payment. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. 4.2. Notwithstanding the foregoing, if required by Section 409A of the Code, if any amounts payable upon separation from service are considered “deferred compensation” under Section 409A, payment of such amounts will be postponed as required by Section 409A, and the postponed amounts will be paid six (6) months following the effective date of termination from employment. If the Executive dies during the postponement period, any amounts postponed on account of Section 409A of the Code, with accrued interest as described below, shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. 4.3. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. The Company and the Executive parties intend that for the payments and benefits provided for in under this Agreement either to be exempt from Section 409A (“Section 409A”) of the CodeCode or, if not so exempt, to be paid or be provided in a manner that complies with Section 409A the requirements of such section, and intend that this Agreement shall be construed and administered in accordance with such intention. For purposes of the Codelimitations on nonqualified deferred compensation under Section 409A, and any ambiguity herein each payment of compensation under this Agreement shall be interpreted so treated as to be consistent with a separate payment of compensation. Without limiting the intent of this Section 9.6. Notwithstanding foregoing and notwithstanding anything contained herein to the contrary, all payments to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits under Section 5.3 of this Agreement shall be paid or provided only at the time of a termination of the that are non-qualified deferred compensation and are payable due to Executive’s employment that constitutes a “separation from service” from ”, which would otherwise be provided pursuant to this Agreement during 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)). Further, if at the time of the six-month period immediately following Executive’s termination of employment with separation from service shall instead be paid on the Company, the 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until first business day after the date that is at least six (6) months following the Executive’s termination of employment with the Company date (or the earliest date permitted under Section 409A of the Codedeath, if earlier), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, all (A) reimbursements and (B) in-kind benefits and reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during any a calendar year shall may not affect in-the expenses eligible for reimbursement, or in kind benefits or reimbursements to be provided provided, in any other calendar year, other than an arrangement providing for ; (y) the reimbursement of medical expenses referred to in Section 105(b) an eligible expense shall be made no later than the last day of the Code, calendar year following the year in which the expense is incurred; and are (z) the right to reimbursement or in kind benefits is 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 be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement. For purposes of Code Section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code Section 409A, the cash severance payments payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-l(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under ▇▇▇▇▇. Reg. §1.409A-l(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive intend during the six (6) month period following the Executive’s termination date that does not qualify within either of the payments foregoing exceptions and benefits provided is deemed as deferred compensation subject to the requirements of Code Section 409A, then such amount shall hereinafter be referred to as the “Excess Amount.” If the Executive is a “key employee” of a publicly traded corporation under Section 409A at the time of their separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Code Section 409A, then notwithstanding anything in this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments payment of such amount shall be delayed as required by Code Section 409A, and benefits under Section 5.3 of this Agreement the accumulated postponed amount shall be paid or provided only at in a lump sum payment within ten (10) days after the time end of a termination the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of Section 409A shall be paid to the personal representative of the Executive’s employment that constitutes a “separation from service” from estate within sixty (60) days after 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)). Further, if at the time date of the Executive’s termination of employment with death. A “key employee” shall mean an employee who, at any time during the Companytwelve (12) month period ending on the identification date, the Executive is a “specified employee” as defined in under Code Section 409A of the Code 409A, as determined by the Company, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Company in accordance with Section 409A the provisions of the Code, Code Sections 416(i) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.409A.

Section 409A. The Company and the Executive intend that the payments and benefits provided for in this This Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies is intended to comply with Section 409A of the Code, and any ambiguity herein shall its corresponding regulations, or an exemption thereto, and payments may only be interpreted so as made under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. Severance benefits under this Agreement are intended to be consistent with exempt from Section 409A of the intent of this Section 9.6Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything contained herein in this Agreement to the contrary, all payments and benefits under if required by Section 5.3 of this Agreement shall be paid or provided only at the time of a termination 409A of the Executive’s employment that constitutes Code, if Executive is considered a “separation from servicespecified employee” from the Company within the meaning for purposes of Section 409A of the Code and the regulations and guidance promulgated thereunder (determined if payment of any amounts under this Agreement is required to be delayed for a period of six months after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the Company, the Executive is a “specified employee” as defined in separation from service pursuant to Section 409A of the Code Code, payment of such amounts shall be delayed as determined required by the Company in accordance with Section 409A of the Code, and the deferral accumulated amounts shall be paid in a lump-sum payment within 10 days after the end of the commencement six-month period. If Executive dies during the postponement period prior to the payment of any benefits, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within 60 days after the date of Executive’s death. All payments or benefits otherwise payable hereunder as to be made upon a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under this Agreement may only be made upon a “separation from service” under Section 409A of the Code, then the Company will defer the commencement . For purposes of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), whereupon each payment hereunder shall be treated as a separate payment, and the Company will pay the Executive right to a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive series of installment payments under this Agreement during shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the period in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreementfiscal year of a payment. Notwithstanding anything any provision of this Agreement to the contrary contrary, in this Agreementno event shall the timing of Executive’s execution of the General Release, in-kind benefits and reimbursements provided under this Agreement during directly or indirectly, result in Executive’s designating the fiscal year of payment of any calendar year shall not affect in-kind benefits or reimbursements amounts of deferred compensation subject 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) 409A of the Code, and are if a payment that is subject to execution of the General Release could be made in more than one taxable year, payment shall be made in the later taxable year. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement be for expenses incurred during the period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a fiscal year not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other fiscal year, (iii) the reimbursement of an eligible expense be made no later than the last day of the fiscal year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits not be 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 be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. The Company and the Executive intend that the payments and benefits provided for in this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and Notwithstanding any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained provisions herein to the contrary, all payments to the maximum extent permitted by applicable law, amounts payable to Employee pursuant to Paragraph 10.B and benefits under Section 5.3 of this Agreement 10.D shall be paid made in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (Separation Pay Plans) or provided only Treas. Reg. Section 1.409A-1(b)(4) (Short-Term Deferrals), as applicable. For this purpose, each payment shall be considered a separate and distinct payment. However, to the extent any such payments are treated as nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then (i) if the 70-day payment period set forth under Paragraph 10.B.1 and 3 commences in one taxable year and ends in another, then payments will not commence until the second taxable year, and (ii) if the Employee is deemed at the time of his separation from service to be a termination “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the ExecutiveCode, then to the extent delayed commencement of any portion of the compensation or benefits to which Employee is 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 Employee’s employment that constitutes a compensation or benefits shall not be provided to Employee prior to the earlier of (x) the first business day of the seventh month measured from the date of the Employee’s “separation from service” from or (y) the Company within date of Employee’s death. Upon the meaning earlier of such dates, all payments deferred pursuant to this Paragraph 17 shall be paid in a lump sum to Employee, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. In addition, any reimbursements made or in-kind benefits provided under this Agreement shall be made in accordance with then-current Employer policy, but to the extent such reimbursements or in-kind benefits constitute nonqualified deferred compensation subject to Section 409A, then in no event shall any reimbursements be made later than the end of the calendar year following the year in which the expense was incurred, the amounts eligible for reimbursement or in-kind benefits provided in one year shall not affect the amounts eligible for reimbursement or in-kind benefits to be provided in any subsequent year, and the right to reimbursements or in-kind benefits shall not be subject to liquidation or exchange for another benefit. The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and the regulations and other interpretive guidance promulgated thereunder issued thereunder. Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Employee or for his account in connection with this Agreement (determined after applying the presumptions set forth in Treas. Reg. including any taxes and penalties under Code Section 1.409A-1(h)(1409A)). Further, if at the time of the Executive’s termination of employment with the Company, the 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 neither Employer nor any of the commencement of its subsidiaries or affiliates shall have any payments obligation to indemnify or benefits otherwise payable hereunder as a result hold Employee harmless from any or all of such termination taxes or penalties. Employer makes no representations concerning the tax consequences of employment is necessary Employee’s participation in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments under any Federal, state or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidancelocal law.

Section 409A. This Agreement is intended comply with the requirements of Code Section 409A of the Internal Revenue Code of 1986, as amended, and the Department of Treasury guidance thereunder (“Section 409A”). This Agreement shall be interpreted and administered to maximize the exemptions from Section 409A for the compensation payable pursuant to this Agreement and, to the extent the Agreement provides for compensation that is subject to Section 409A, to comply with Section 409A and to avoid the imposition of tax, interest and/or penalties upon you under Section 409A. The Company does not, however, assume any economic burdens associated with Section 409A. In particular, the Company will not be liable to you for any tax, interest, or penalties you may owe as a result of this Agreement. Each of your rights to installment payments under the first and second bullets of Section 2 shall be treated as a right to a series of separate payments for purposes of Section 409A. Each such payment that is made within 2-½ months following the Executive intend end of the year that contains the payments and benefits provided for in this Agreement either Effective Date is intended to be exempt from Section 409A as a short-term deferral within the meaning of the Codefinal regulations under Section 409A. Each such payment that is made later than 2-½ months following the end of the year that contains the Effective Date is intended to be exempt from Section 409A under the two-times exception of Treasury Reg. § 1.409A-1(b)(9)(iii) (the “Two-Times Exception”), or up to the limitation on the availability of the Two-Times Exception specified in the regulation. Each payment that is made after the Two-Times Exception ceases to be provided in a manner that complies available shall be subject to the six-month delay, as necessary, as specified below. To the extent necessary to comply with Section 409A 409A, in no event shall you, directly or indirectly, designate the taxable year of any payment under this Agreement. In particular, with respect to any payment that is conditioned upon your executing and not revoking the Coderelease of claims as specified herein, if the designated payment period for such payment begins in one taxable year and any ambiguity herein shall ends in the next taxable year, the payment will be interpreted so as made in the later taxable year. To the extent necessary to be consistent comply with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary409A, all payments and benefits under Section 5.3 of references in this Agreement shall be paid or provided only at the time of a to “termination of employment” or “terminates employment” (and similar references) shall have the Executive’s employment that constitutes a same meaning as “separation from service” from the Company within the meaning of Section 409A of the Code (a “Separation from Service”), and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. no payment subject to Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s 409A that is payable upon a termination of employment shall be paid unless and until (and not later than applicable in compliance with the CompanySection 409A) you incur a Separation from Service. In addition, the Executive is if you are a “specified employee” as defined in within the meaning of Section 409A 409A(a)(2)(B)(i) at the time of the Code as determined by the Company in accordance with Section 409A of the Codeyour Separation from Service, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of that would otherwise have been payable on account of, and within the Codefirst six months following, your Separation from Service will become payable on the first business day after six months following the Separation Date or, if earlier, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A date of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidanceyour death.

Section 409A. The Any payments made by the Company and the Executive intend that the payments and benefits provided pursuant to Section 3(b)(ii) (except for in this Agreement either be exempt from Section 409A of the CodeTargeted Annual Bonus Awards, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 of this Agreement which shall be paid or provided only at the time of a termination to Executive when paid to other similarly situated executives of the Company) shall be paid on a monthly basis beginning on the first payroll date following Executive’s employment that constitutes a “separation from service” from the Company within the meaning of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), and not in a lump sum and shall be treated as a series of separate payments for purposes of Section 409A. Executive shall receive no additional compensation following any termination except as provided herein. In the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Furtherevent of any termination, if at the time of the Executive’s termination of employment Executive shall resign all positions with the Company, the Company and its subsidiaries. If Executive is a “specified employee” as defined within the meaning of Section 409A, then payments identified in Section 3(b)(ii) of this Agreement shall not commence until six (6) months following “separation from service” within the meaning of Section 409A to the extent necessary to avoid the imposition of the Code as determined additional twenty percent (20%) tax under Section 409A (and in the case of installment payments, the first payment shall include all installment payments required by this subsection that otherwise would have been made during such six-month period). If the payments described in Section 3(b)(ii) must be delayed for six (6) months pursuant to the preceding sentence, Executive shall not be entitled to additional compensation to compensate for such delay period. Upon the date such payment would otherwise commence, the Company shall reimburse Executive for such payments, to the extent that such payments otherwise would have been paid by the Company had such payments commenced upon Executive’s “separation from service” within the meaning of Section 409A. Any remaining payments shall be provided by the Company in accordance with the schedule and procedures specified herein. This Agreement is intended to satisfy the requirements of Section 409A with respect to amounts subject thereto, and shall be interpreted and construed consistent with such intent. Any reimbursements by the Company to Executive of any eligible expenses under this Agreement that are not excludable from Executive’s income for Federal income tax purposes (the “Taxable Reimbursements”) shall be made by no later than the last day of the Codetaxable year of Executive following the year in which the expense was incurred. The amount of any Taxable Reimbursements, and the deferral of the commencement value of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 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 to be provided under this Agreement to Executive, during any calendar taxable year of Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits or reimbursements to be provided provided, in any other calendar yeartaxable year of Executive. The right to Taxable Reimbursement, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Codeor in-kind benefits, and are shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything the foregoing, the Company does not make any representation to Executive that the contrary in payments or benefits provided under this AgreementAgreement are exempt from, reimbursement requests must be timely submitted by or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless Executive andor any beneficiary for any tax, if timely submittedadditional tax, reimbursement payments shall be promptly made to the interest or penalties that 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 or 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. Additionally, beneficiary may incur in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under provision of 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)Agreement, or take any amendment or modification thereof, or any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided action taken with respect thereto, is deemed to this Agreement or (y) comply with violate any of the requirements of Section 409A of the Code and related Department of Treasury guidance.409A.

Section 409A. (a) The Company and the Executive intend that the payments and benefits provided for in this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 provisions of this Agreement shall and any payments made herein are intended to comply with, and should be paid or provided only at interpreted consistent with, the time of a termination of the Executive’s employment that constitutes a “separation from service” from the Company within the meaning requirements of Section 409A of the Code and the any related regulations and or other effective guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. collectively, “Section 1.409A-1(h)(1)409A”). FurtherIf any provision of this Agreement or any payment made hereunder fails to meet the requirements of Section 409A, if at neither the time of the Executive’s termination of employment with the CompanyBank, the Corporation nor any of their respective affiliates shall have any liability for any tax, penalty or interest imposed on Executive by Section 409A, and Executive shall have no recourse against the Bank, the Corporation or any of their respective affiliates for payment of any such tax, penalty, or interest imposed by Section 409A. (b) Each installment payment payable under this Agreement shall be treated as a separate payment as defined under Treasury Regulation §1.409A-2(b)(2). If Executive is a “specified employee” as defined in Section 409A of the Code (as determined by under the Company in accordance with Section 409A of the Code, Bank’s and the deferral Corporation’s policy for identifying specified employees) on the date of Executive’s “separation from service” (within the commencement meaning of Code Section 409A) and if any portion of any payments or benefits otherwise severance amount payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax would be considered “deferred compensation” under Section 409A of the Code409A, then the Company will defer the commencement of the payment of such portion shall not be paid on any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided date prior to the Executive) until first business day after the date that is at least six (6) months following the Executive’s termination separation from service. The first payment that can be made shall include the cumulative amount of employment with any amounts that could not be paid during such six-month period. Notwithstanding the Company foregoing, payments delayed pursuant to this six-month delay requirement shall commence earlier in the event of Executive’s death prior to the end of the six-month period. (or the earliest date permitted under c) Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, prohibits reimbursement payments shall be promptly from being made to the Executive following such submission, but in no event any later than December 31st the end of the calendar year following the calendar year in which the applicable expense was incurredis incurred or paid. In no event shall Also under Section 409A, (i) the Executive be entitled to amount of expenses eligible for reimbursement during any reimbursement payments after December 31st of the calendar year following may not affect the amount of expenses eligible for reimbursement in any other calendar year in which year, and (ii) the expense was incurred. This paragraph shall only apply right to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may reimbursement cannot be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement liquidation or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidanceexchange for another benefit.

Section 409A. The Company This Agreement shall at all times be administered and the Executive intend that the payments and benefits provided for in provisions of this Agreement either shall be exempt from interpreted consistent with the requirements of Section 409A. For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury regulations and any other authoritative guidance issued thereunder. Any modification to the terms of this Agreement that would inadvertently result in an additional tax liability on the part of the Director shall have no effect, provided the change in the terms of the Agreement are rescinded by the earlier of a date before the right is exercised (if the change grants a discretionary right) and the last day of the calendar year during which such change occurred. On or before December 31, 2008, if the Director wishes to change his or her election as to the form or timing of the payment under this Agreement, the Director may do so by completing a Transition Relief Election Form, provided that any such election (i) must be provided made prior to the Director’s separation from service, (ii) shall not take effect before the date that is 12 months after the date the election is made, (iii) cannot apply to amounts that would otherwise be payable in 2008 and may not cause an amount to be paid in 2008 that would otherwise be paid in a manner that complies with later year. Changes to elections under this Agreement after December 31, 2008: (i) may not accelerate the payment of benefits, (ii) must be made at least 12 months prior to the scheduled distribution date, and (iii) must postpone payment (or the commencement of payments) for at least five (5) years from the scheduled distribution date. Despite any contrary provision of this Agreement, if, when a Director’s service terminates, the Director is a “specified employee,” as defined in Section 409A of the Code, and if any ambiguity herein shall be interpreted so as to be consistent with the intent of payments under this Section 9.6. Notwithstanding anything contained herein Agreement will result in additional tax or interest to the contraryDirector because of Section 409A of the Code, all the Director shall not be entitled to the such payments and benefits until the earliest of (i) the date that is at least six months after termination of the Director’s employment for reasons other than the Director’s death, (ii) the date of the Director’s death, or (iii) any earlier date that does not result in additional tax or interest to the Director under Section 5.3 409A of this Agreement shall the Code. A Director will be paid or provided only at the time of deemed to have a termination of service for purposes of determining the Executive’s employment that constitutes timing of any payments under this Agreement only upon 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)). Further, if at the time of the Executive’s termination of employment with the Company, the 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.”

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement. For purposes of Code Section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code Section 409A, the cash severance payments payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-l(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-l(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive intend during the six-month period following the Executive’s termination date that does not qualify within either of the payments foregoing exceptions and benefits provided is deemed as deferred compensation subject to the requirements of Code Section 409A, then such amount shall hereinafter be referred to as the “Excess Amount.” If the Executive is a “key employee” of a publicly traded corporation under Section 409A at the time of her separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Code Section 409A, then notwithstanding anything in this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments payment of such amount shall be delayed as required by Code Section 409A, and benefits under Section 5.3 of this Agreement the accumulated postponed amount shall be paid or provided only at in a lump sum payment within 10 days after the time end of a termination the six-month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of Section 409A shall be paid to the personal representative of the Executive’s employment that constitutes a “separation from service” from estate within 60 days after 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)). Further, if at the time date of the Executive’s termination of employment with death. A “key employee” shall mean an employee who, at any time during the Company12-month period ending on the identification date, the Executive is a “specified employee” as defined in under Code Section 409A of the Code 409A, as determined by the Company Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with Section 409A the provisions of the Code, Code Sections 416(i) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.409A.

Section 409A. The Company This Agreement is intended and shall be interpreted to comply with, or satisfy an exemption from, Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and the Executive intend Treasury Regulations promulgated thereunder (collectively, “Section 409A”) such that the there are no adverse tax consequences, interest or penalties under Section 409A because of any payments and benefits provided for made pursuant to this Agreement. Notwithstanding any other provisions in this Agreement, to the extent any provisions of this Agreement is determined to cause the Agreement to fail to meet any requirement of Section 409A, Sunbelt may in its sole discretion change such provisions in order to comply with Section 409A. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. If any payment subject to Section 409A is contingent on the delivery of a release by Employee and could occur in either of two years, the payment will occur in the later year. For purposes of this Agreement, a termination of Employee’s employment, “resignation,” or words of similar import, as used in this Agreement, shall mean, with respect to any payments subject to Section 409A (or otherwise intended to be exempt from Section 409A of the Codepursuant to Treasury Regulation 1.409A-1(m)), or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 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)a “Separation from Service”). FurtherNotwithstanding any other provision of this Agreement, if at the time of the Executive’s termination of employment any payment or benefit provided to Employee in connection with the Company, the Executive his or her Separation from Service is considered nonqualified deferred compensation under Section 409A and Employee is determined to be a “specified employee” as defined in Code Section 409A 409A(a)(2)(B)(i), then such payment or benefit shall be delayed without interest until six months after Employee’s Separation from Service (the “Delayed Payment Date”). Any and all payments that would otherwise have been paid before the Delayed Payment Date shall be paid to Employee in a lump sum on the day immediately following the Delayed Payment Date or, if earlier, within thirty (30) days of the Code as determined by the Company Employee’s death, and any remaining payments shall be paid in accordance with Section 409A of their original schedule. To the Code, and the deferral of the commencement of extent that any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 reimbursements 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 Section 409A, any such reimbursements payable to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments Employee shall be promptly made paid to the Executive following such submission, but in Employee no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. Nothing in this Agreement shall be construed as a guarantee of any particular tax treatment to Employee. In no event shall the Executive Sunbelt be entitled to liable for 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. Additionallytaxes, 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 Codeinterest, 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)penalties, or take any other commercially reasonable actions necessary or appropriate to (x) exempt expenses as the compensation and benefits payable under this Agreement from result of non-compliance with Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.409A.

Section 409A. The Company and the Executive intend that the payments and benefits provided for in this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 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)). Further, if at the time of the Executive’s termination of employment with the Company, the 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executivea) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind if Employee is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of Employee’s termination (other than due to death), then the severance benefits and reimbursements provided payable to Employee under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in Agreement, if any, and any other calendar yearseverance payments or separation benefits that may be considered deferred compensation under Section 409A (together, other than an arrangement providing for the reimbursement “Deferred Compensation Separation Benefits”) otherwise due to Employee on or within the six (6) month period following Employee’s termination shall accrue during such six (6) month period and shall become payable in a lump sum payment on the date six (6) months and one (1) day following the date of medical expenses referred Executive’s termination of employment. All subsequent payments, if any, shall be payable in accordance with the payment schedule applicable to in Section 105(b) of the Code, and are not subject to liquidation each payment or exchange for another benefit. Notwithstanding anything herein to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive andcontrary, if timely submittedEmployee dies following his or her termination but prior to the six month anniversary of his or her date of termination, reimbursement then any payments delayed in accordance with this paragraph shall be promptly made to the Executive following such submission, but payable 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 a lump sum as soon as administratively practicable 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. Additionally, in the event that following the date hereof of Employee’s death and all other Deferred Compensation Separation Benefits shall be payable in accordance with the Company payment schedule applicable to each payment or benefit. (b) It is the Executive reasonably determines that any compensation or benefits payable under intent of this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A so that none of the Code severance payments and related Department benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions as are necessary, appropriate or desirable to avoid imposition of Treasury guidance.any additional tax or income recognition under Section 409A prior to actual payment to Employee

Section 409A. The Company and the Executive parties intend that the payments and benefits provided for in this Agreement either be exempt to which the Executive is entitled hereunder shall comply with or meet an exemption from Section 409A of the Internal Revenue Code. In this regard: (a) Notwithstanding anything in this Agreement to the contrary, all cash amounts that become payable under this Agreement shall be paid no later than March 15 of the year following the year in which such amounts are earned or become vested, shall qualify for the exception for “separation pay” set forth in Section 1.409A-1(b)(9) of the Treasury Regulations or another exemption under Section 409A of the Internal Revenue Code, or be provided in a manner that complies shall comply with Section 409A of the Internal Revenue Code, and any ambiguity herein . (b) Payments subject to Section 409A of the Internal Revenue Code that are due upon termination of employment shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 of this Agreement shall be paid or provided made only at the time of a termination of the Executive’s employment that constitutes a upon “separation from service” from the Company within the meaning of Section 409A 409A(a)(2)(A)(i) of the Code Internal Revenue Code, and shall be subject to the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth 6-month payment delay described in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time 409A(a)(2)(B)(i) of the Executive’s termination Internal Revenue Code if Section 409A(a)(2)(B)(i) of employment with the Company, Internal Revenue Code is applicable and the Executive is a “specified employee” as defined in Section 409A of described therein. Payments subject to such 6-month delay shall not be paid until 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until first payroll date that occurs after the date that is at least six (6) months following the Executive’s termination Separation from Service. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is six (6) months following the Executive’s Separation from Service. If the Executive dies during the postponement period prior to the payment of employment with postponed amount, the Company (or the earliest date permitted under amounts withheld on account of Section 409A of the Code), whereupon the Company will pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously Internal Revenue Code shall be paid to the Executive under this Agreement during personal representative of the period in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Executive’s estate within sixty (60) days after the date of the Executive’s death. (c) Notwithstanding anything herein to the contrary in this Agreementcontrary, in-kind benefits and any taxable reimbursements provided under this Agreement during any calendar year shall not be subject to the following requirements: (i) no reimbursement shall affect in-kind benefits or reimbursements to be provided the expenses eligible for reimbursement in any other calendar year; (ii) the Executive shall submit to the Company such statements and other evidence supporting the expenses to be reimbursed no later than as the Company may reasonably require; provided, other than an arrangement providing however, that the reimbursement deadlines for the reimbursement of medical expenses referred Executive shall not be shorter than the deadlines that apply to in Section 105(b) similarly-situated executives 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 Company; (iii) all reimbursements shall be promptly made to the Executive following such submission, but in no event later than December 31st 31 of the calendar year following the calendar year in which such related expenses were incurred; and (iv) the expense was incurred. In no event shall the Executive be entitled right to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph reimbursements shall only apply not be subject to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in liquidation or exchange for another benefit. (d) In the event that following it is determined that the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under terms of this Agreement may be subject to do not comply with Section 409A of the Internal Revenue Code, the parties will negotiate reasonably and in good faith to amend the terms of this Agreement so that it complies (in a manner that preserves the economic value of the payments and benefits to which the Executive may become entitled) so that payments are made within the time period and in a manner permitted by the applicable Treasury Regulations. (e) If any payment due or made by the Company and to the Executive under the terms of this Agreement or otherwise is subject to interest, penalties or additional tax under Section 409A, then the Executive shall work together be entitled to adopt receive an indemnification payment (“Section 409A Indemnification Payment”) in an amount equal to the sum of (1) the Section 409A interest, penalties and additional tax attributable to any such amendments to this Agreement or adopt other policies or procedures payment, (2) any federal, state and local income taxes, employment taxes (including amendments, policies and procedures with retroactive effect), FICA) or take any other commercially reasonable actions necessary or appropriate to (x) exempt taxes payable by the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided Executive with respect to (A) the payment due under clause (1) above, and (B) the payment due under this Agreement or clause (y2), plus (3) comply with reimbursement for attorneys’ fees actually and reasonably incurred by the requirements Executive in contesting the application of Section 409A, in order to put the Executive in the same position he would have been in if the Section 409A interest, penalties and additional tax did not apply to such payment. That portion of the Code Section 409A Indemnification Payment provided for in clauses (1) and (2) of this Section 18(d) shall be paid to the Executive not less than ten (10) business days prior to the Executive remitting the related Department taxes and penalties, and that portion of Treasury guidancethe Section 409A Indemnification Payment provided for in clause (3) of this Section 18(d) shall be paid to the Executive no later than thirty (30) days after the Executive incurs the attorneys’ fees.

Section 409A. The Company and intent of the Executive intend parties is that the payments and benefits provided for in under this Agreement either be comply with or are exempt from Section 409A of the CodeCode and, or be provided in a manner that complies with Section 409A of the Codeaccordingly, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrarymaximum extent permitted, all payments and benefits under Section 5.3 provisions of this Agreement shall be paid or provided only at the time of construed in 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)). Further, if at the time of the Executive’s termination of employment manner consistent with the Company, the 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 requirements for avoiding taxes or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax penalties under Section 409A of the Code, then the Company will defer the commencement of the payment of . Executive is hereby advised to seek independent advice from his tax advisor(s) with respect to any such payments or benefits hereunder (without under this Agreement. Notwithstanding the foregoing, the Company does not guarantee the tax treatment of any reduction in payments or benefits ultimately paid provided under this Agreement under Section 409A of the Code or provided to the Executive) until the date that is at least six (6) months following the Executive’s under any other federal, state, local or foreign tax laws and regulations. For purposes of this Agreement, termination of employment will be construed consistent with the Company (or meaning of “separation from service” under Section 409A of the earliest date Code. All payments under this Agreement shall be treated as a series of separate payments to the maximum extent permitted under Section 409A of the Code. If Executive is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and either Parent’s or the Company’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is considered nonqualified deferred compensation subject to Section 409A of the Code and payable upon a separation from service shall be deferred for six (6) months after termination of Executive’s employment or, if earlier, Executive’s death, as and to the extent required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, whereupon the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from the Company will pay once the Executive a lump409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. Additionally, (a) any reimbursement of eligible expenses or other in-sum amount equal kind benefits payable to the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement during shall be paid within the time period in which such payments required by Section 409A of the Code; (b) the amount of expenses eligible for reimbursement, 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 provided, during any calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits or reimbursements to be provided in provided, during any other calendar year, other than an arrangement providing for ; (c) the right to reimbursement of medical expenses referred to in Section 105(b) of the Code, and are or in-kind benefits shall not be 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 ; and (d) each payment shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidancetreated as a separate payment.

Section 409A. The Company and the Executive intend that the payments and benefits provided for in this (i) This Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as is intended to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 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)). Further, if at the time of the Executive’s termination of employment with the Company, the 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code (together with the applicable regulations thereunder, “Section 409A”), and related Department the Parties agree that it shall be administered accordingly, and interpreted and construed on a basis consistent with such intent. Notwithstanding anything herein to the contrary, no termination or other similar payments and benefits hereunder shall be payable on account of Executive’s termination of employment unless Executive’s termination of employment constitutes a “separation from service” within the meaning of Section 409A. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury guidanceRegulation §1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by Employer to maintain to the maximum extent practicable the original intent of this Agreement while avoiding the application of taxes or interest under Section 409A. The preceding shall not be construed as a guarantee of any particular tax effect for Executive's compensation and benefits and Employer does not guarantee that any compensation or benefits provided under this Agreement will satisfy the provisions of Section 409A. (ii) If at the time of any payment hereunder Executive is considered to be a Specified Employee and such payment is required to be treated as deferred compensation subject to Section 409A, then, to the extent required by Section 409A, such payments shall be delayed to the date that is six (6) months after the Termination Date. For purposes of Section 409A, each payment made under this Agreement, or pursuant to another plan or arrangement, will be treated as a separate payment. The term “Specified Employee” means any person who holds a position with Employer of senior vice president or higher and has compensation greater than that stated in Section 416(i)(1)(A)(i) of the Code. The determination of whether Executive is a Specified Employee shall be based upon the twelve (12)-month period ending on each December 31st (such twelve (12)-month period is referred to below as the “identification period”). If Executive is determined to be a Specified Employee during the identification period, he or she shall be treated as a Specified Employee for purposes of this Agreement during the twelve (12)-month period that begins on the April 1st following the close of such identification period. For purposes of determining whether Executive is a Specified Employee under Section 416(i) of the Code, compensation shall mean Executive’s W-2 compensation as reported by Employer for a particular calendar year.

Section 409A. The Company and (a) This Agreement shall be interpreted to avoid any penalty sanctions under Internal Revenue Code section 409A. If any payment or benefit cannot be provided or made at the Executive intend that time specified herein without incurring sanctions under section 409A, then such benefit or payment shall be provided in full at the payments and benefits provided for earliest time thereafter when such sanctions will not be imposed. (b) Notwithstanding anything in this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 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)). Further, if at the time of the Executive’s termination of employment with the Company, the Executive Employee is a “specified employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of any amount under this Agreement is required to be delayed for a period of six months after separation from service pursuant to section 409A, payment of such amount shall be delayed as defined required by section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within 10 days after the end of the six-month period. If Employee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of Employee’s estate within 60 days after the date of Employee’s death. The determination of specified employees, including the number and identity of persons considered specified employees and the identification date, shall be made by the Board in accordance with the provisions of Section 409A and the regulations issued thereunder. (c) This Agreement is intended to comply with section 409A of the Code as determined by the Company in accordance with Section 409A of the Codeand its corresponding regulations, or an exemption, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 may only be made under this Agreement during the period upon an event and in which such payments or benefits were deferred. Thereaftera manner permitted by section 409A, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary extent applicable. For purposes of section 409A, the right to a series of payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in this Agreement, in-kind benefits and reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of section 409A, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during any Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year shall may not affect in-the expenses eligible for reimbursement, or in kind benefits or reimbursements to be provided provided, in any other calendar year, other than an arrangement providing for (iii) the reimbursement of medical expenses referred to in Section 105(b) an eligible expense will be made on or before the last day of the Codecalendar year following the year in which the expense is incurred, and are (iv) the right to reimbursement or in kind benefits is 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 be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. (a) The Company compensation and benefits under this Agreement are intended to comply with or be exempt from the requirements of Section 409A, and this Agreement will be interpreted in a manner consistent with that intent. The preceding provision, however, shall not be construed as a guarantee by Financial Institutions of any particular tax effect to the Executive intend under this Agreement. Financial Institutions shall not be liable to the Executive for any payment made under this Agreement that the payments is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A. (b) References to “termination of employment” and benefits provided for similar terms used in this Agreement either be exempt from Section 409A of mean, to the Code, or be provided in a manner that complies extent necessary to comply with Section 409A of 409A, the Code, and any ambiguity herein shall be interpreted so as to be consistent with date that the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 of this Agreement shall be paid or provided only at the time of a termination of the Executive’s employment that constitutes Executive first incurs a “separation from service” from the Company within the meaning of Section 409A 409A. (c) To the extent any reimbursement provided under this Agreement is includable in the Executive’s income, such reimbursements shall be paid to the Executive not later than December 31st of the Code year following the year in which the Executive incurs the expense and the regulations and guidance promulgated thereunder amount of reimbursable expenses provided in one year shall not increase or decrease the amount of reimbursable expenses to be provided in a subsequent year. (determined after applying d) Notwithstanding anything in this Agreement to the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Furthercontrary, if at the time of the Executive’s termination of employment separation from service with the CompanyFinancial Institutions, the 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 Code409A, and the deferral of the commencement of any payments or benefits otherwise payment payable hereunder under this Agreement as a result of such termination of employment separation from service is necessary in order required to prevent any accelerated or additional tax under be delayed by six months pursuant to Section 409A of the Code409A, then the Company Financial Institutions will defer the commencement of the make such payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until on the date that is at least six (6) months and one day following the Executive’s termination separation from service with Financial Institutions. The amount of employment with such payment will equal the Company (or the earliest date permitted under Section 409A sum of the Code), whereupon the Company will pay the Executive a lump-sum amount equal to the cumulative amounts payments that would have otherwise been previously paid to the Executive during the six-month period immediately following the Executive’s separation from service had the payment commenced as of such date. Each payment under this Agreement during the period in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to designated as a “separate payment” within the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements meaning of Section 409A of the Code and related Department of Treasury guidance.409A.

Section 409A. The To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A. Any provision that would cause the Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A and may be made by the Company, without the consent of the Executive). Prior to any Change in Control or Externalization, the Company and the Executive intend that the payments and benefits provided for in will agree to any amendment of this Agreement either be exempt from approved by the Board based on the advice of a nationally recognized law firm designated by the Board that such amendment, if implemented, is or is reasonably likely to reduce any adverse effect on the Company or the Executive of any rule, regulation or IRS interpretation of Section 409A of the Codeand that such firm is recommending similar changes or provisions to its other clients that have change-in-control, severance or be provided in a manner that complies with Section 409A of the Code, and employment agreements or plans. The Executive’s right to receive any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all installment payments and benefits under Section 5.3 of this Agreement shall be paid or provided only 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 as permitted under Section 409A. If the time Executive is entitled to any reimbursement of a termination of expenses that are includable in 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)). Further, if at the time of the Executive’s termination of employment with the Companyfederal gross taxable income, the 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 amount of such termination of employment is necessary expenses reimbursable in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 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 one calendar year shall not affect in-kind benefits or reimbursements to be provided the expenses eligible for reimbursement in any other calendar year, other than an arrangement providing for and the reimbursement of medical expenses referred to in Section 105(b) an eligible expense must be made no later than December 31 of the Code, and are year after the year in which the expense was incurred. The Executive’s right to reimbursement of expenses under this Agreement shall not be 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 be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. (a) The Company and Award is intended to comply with the Executive intend that “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and, to the payments and benefits provided for in maximum extent permitted, this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be construed and administered consistent with the intent of this Section 9.6such intent. Notwithstanding anything contained herein to the contrary, all if the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Section 409A, references in this Agreement (including in Section 4.1), to payment or settlement of amounts under this Agreement within the “short-term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4), shall not apply, and instead payments will be made on the applicable payment date or a later date within the same taxable year of the Grantee, or if such timing is administratively impracticable, by the 15th day of the third calendar month following the date specified herein. For clarity, the Grantee is not permitted to designate the taxable year of payment. Notwithstanding anything contained herein to the contrary, if the Grantee is a “specified employee” (within the meaning set forth Section 409A(a)(2)(B)(i) of the Code) as of the date of the Grantee’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any Shares that would otherwise be made on the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and benefits will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service (or upon death, if earlier), with the balance of the Shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the Shares is necessary to avoid the imposition of taxation in respect of the shares under Section 5.3 409A. A termination of employment or service shall not be deemed to have occurred for purposes of this Agreement shall be paid providing for the payment of any amounts that are considered deferred compensation under Section 409A upon or provided only at the time of following a termination of the Executive’s employment that constitutes or service, unless such termination is also a “separation from service” from the Company (within the meaning of Treasury Regulation Section 409A of the Code 1.409A-1(h)) and the regulations and guidance promulgated thereunder (determined after applying payment thereof prior to a “separation from service” would violate Section 409A. Each installment of Shares that becomes payable in respect of vested Restricted Stock Units subject to the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the Company, the Executive Award is a “specified employeeseparate payment” as defined in for purposes of Treasury Regulation 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code1.409A-2(b)(2), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive Company be entitled to liable for all or any reimbursement payments after December 31st portion of any taxes, penalties, interest or other expenses that may be incurred by 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. Additionally, in Grantee on account of Section 409A. (b) In the event that following the date hereof the Company or the Executive reasonably determines that any compensation amounts payable hereunder may be taxable to the Grantee under Code Section 409A prior to the payment and/or delivery to the Grantee of such amount, the Committee may adopt such amendments to the Agreement, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits payable under provided by the Restricted Stock Units and this Agreement. (c) Notwithstanding any provision of this Agreement may be subject to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company and reserves the Executive shall work together right to adopt such make 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 the terms of the Restricted Stock Units as the Company deems necessary or appropriate desirable to (x) exempt avoid the compensation and benefits payable imposition of taxes or penalties under this Agreement Section 409A. In any case, neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold the Grantee harmless from Section 409A any or all of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement such taxes or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidancepenalties.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement. For purposes of Code Section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code Section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-l(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-l(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive intend during the six-month period following the Executive’s termination date that does not qualify within either of the payments foregoing exceptions and benefits provided is deemed as deferred compensation subject to the requirements of Code Section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under Section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Code Section 409A, then notwithstanding anything in this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments payment of such amount shall be delayed as required by Code Section 409A, and benefits under Section 5.3 of this Agreement the accumulated postponed amount shall be paid or provided only at in a lump sum payment within ten days after the time end of a termination the six month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of Section 409A shall be paid to the personal representative of the Executive’s employment that constitutes a “separation from service” from estate within sixty days after 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)). Further, if at the time date of the Executive’s termination of employment with death. A “key employee” shall mean an employee who, at any time during the Company12-month period ending on the identification date, the Executive is a “specified employee” as defined in under Code Section 409A of the Code 409A, as determined by the Company Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with Section 409A the provisions of the Code, Code Sections 416(i) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.409A.

Section 409A. The Company and the Executive intend that the This Agreement as well as payments and benefits provided for in under this Agreement either are intended to be exempt from from, or to the extent subject thereto, to comply with Code Section 409A of (“Section 409A”), and, accordingly, to the Codemaximum extent permitted, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein this Agreement shall be interpreted so as to be consistent with the intent of this Section 9.6in accordance therewith. Notwithstanding anything contained herein to the contrary, all the Limited Partner shall not be considered to have terminated employment with the Partnership for purposes of any payments and benefits under Section 5.3 of this Agreement shall be paid or provided only at which are subject to Section 409A until the time of a termination of the Executive’s employment that constitutes Limited Partner has incurred a “separation from service” from the Company 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 of and any payments described in this Agreement that are due within the Code and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the Company, the Executive is a “specified employeeshort term deferral period” as defined in Section 409A of shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the Code as determined by foregoing and notwithstanding anything contained herein to the Company in accordance with Section 409A of contrary, to the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary extent required in order to prevent 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 payments or benefits ultimately paid or provided to the Executive) until first business day after the date that is at least six (6) months following the ExecutiveLimited 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 permitted additional tax under Section 409A of the Code)409A, whereupon the Company will pay the Executive a lump-sum amount equal amounts reimbursable to the cumulative amounts that would have otherwise been previously Limited Partner shall be paid to the Executive under this Agreement during Limited Partner on or before the period last day of the year following the year in which such payments or the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything provided to the contrary Limited Partner) during one year may not affect amounts reimbursable or provided in this Agreementany subsequent year, and no reimbursement or in-kind benefits and reimbursements provided under this Agreement during any calendar year benefit 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 extent required to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive andavoid accelerated taxation and/or tax penalties under Section 409A, if timely submitteda period specified for execution of a release of claims begins in one taxable year and ends in a second taxable year, reimbursement the any payments and benefits hereunder shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidancesecond taxable year.

Section 409A. The Company and the Executive intend (a) It is intended that the payments and benefits provided for in this Agreement either comply with or be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 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 provisions of Section 409A of the Code and the regulations Treasury Regulations and guidance promulgated of general applicability issued thereunder (determined after applying the presumptions set forth in Treas. Reg. “Section 1.409A-1(h)(1409A”)). Further, if at the time of the Executive’s termination of employment with the Company, the 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 in furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions. (b) To the deferral of the commencement of extent (i) any payments to which Executive becomes entitled under this Agreement, or benefits otherwise payable hereunder as a result of such termination of employment is necessary any agreement or plan referenced herein, in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the connection with Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A; (or ii) Executive is deemed at the earliest date permitted time of his separation from service to be a “specified employee” under Section 409A; and (iii) at the time of Executive’s separation from service the Company is publicly traded (as defined in Section 409A), then such payments (other than any payments permitted by Section 409A to be paid within six (6) months of Executive’s separation from service) shall not be made until the earlier of (x) the first day of the Code)seventh month following Executive’s separation from service or (y) the date of Executive’s death following such separation from service. Upon the expiration of the applicable deferral period, whereupon the Company will pay the Executive a lump-sum amount equal to the cumulative amounts that any payments which would have otherwise been previously made during that period (whether in a single sum or in installments) in the absence of this Section 13 shall be paid to Executive or Executive’s beneficiary in one lump sum, plus interest thereon at the Delayed Payment Interest Rate (as defined below) computed from the date on which each such delayed payment otherwise would have been made to Executive under this Agreement during until the period in which such payments or benefits were deferreddate of payment. 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) For purposes of the Codeforegoing, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary “Delayed Payment Interest Rate” shall mean the national average annual rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st business section 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 most recently published Sunday edition 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 The New York Times preceding Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement ’s separation from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidanceservice.

Section 409A. The Company Performance-Based Share Unit Grant and the Executive intend that the payments and benefits provided for in this Agreement either be exempt from these Grant Conditions are intended to comply with Code Section 409A of the Codeor an exemption, or and payments may only be provided made under these Grant Conditions upon an event and in a manner that complies with permitted by Code Section 409A of 409A, to the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6extent applicable. Notwithstanding anything contained herein in these Grant Conditions to the contrary, all payments if required by Code Section 409A, if the Grantee is considered a “specified employee” for purposes of Code Section 409A and benefits if any payment under these Grant Conditions is required to be delayed for a period of six (6) months after separation from service pursuant to Code Section 5.3 of this Agreement 409A, such payment shall be delayed as required by Code Section 409A, and the accumulated payment amounts shall be paid or provided only at in a lump sum payment within ten (10) days after the time end of the six (6)-month period. If the Grantee dies during the postponement period prior to payment, the amounts withheld on account of Code Section 409A shall be paid to the personal representative of the Grantee’s estate within sixty (60) days after the date of the Grantee’s death. Notwithstanding anything in these Grant Conditions to the contrary, if the Performance Units are subject to Code Section 409A and if required by Code Section 409A, any payments to be made upon a termination of the Executive’s employment that constitutes under these Grant Conditions may only be made upon a “separation from service” from under Code Section 409A. In no event may the Company within Grantee, directly or indirectly, designate the meaning calendar year 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)). Furthera payment, if at the time of the Executive’s termination of employment with the Company, the Executive is a “specified employee” as defined in Section 409A of the Code as determined by the Company except in accordance with Code Section 409A. Notwithstanding anything in these Grant Conditions to the contrary, if required by Code Section 409A, if CIC Earned Units are subject to Code Section 409A, and if a Change in Control is not a “change in control event” under Code Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of event does not occur upon or within two years following a “change in control event” under Code Section 409A, any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), whereupon the Company will pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously vested CIC Earned Units shall be paid to the Executive under this Agreement during Grantee upon 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 Vesting Date 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 on account of an arrangement providing for the reimbursement earlier termination of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidanceemployment.

Section 409A. The Company and the Executive intend that the This Agreement as well as payments and benefits provided for in under this Agreement either are intended to be exempt from from, or to the extent subject thereto, to comply with Code Section 409A of (“Section 409A”), and, accordingly, to the Codemaximum extent permitted, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein this Agreement shall be interpreted so as to be consistent with the intent of this Section 9.6in accordance therewith. Notwithstanding anything contained herein to the contrary, all the Limited Partner shall not be considered to have terminated employment with the Partnership for purposes of any payments and benefits under Section 5.3 of this Agreement shall be paid or provided only at which are subject to Section 409A until the time of a termination of the Executive’s employment that constitutes Limited Partner has incurred a “separation from service” from the Company 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 of and any payments described in this Agreement that are due within the Code and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the Company, the Executive is a “specified employeeshort term deferral period” as defined in Section 409A of shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the Code as determined by foregoing and notwithstanding anything contained herein to the Company in accordance with Section 409A of contrary, to the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary extent required in order to prevent 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 payments or benefits ultimately paid or provided to the Executive) until first business day after the date that is at least six (6) months following the ExecutiveLimited 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 permitted additional tax under Section 409A of the Code)409A, whereupon the Company will pay the Executive a lump-sum amount equal amounts reimbursable to the cumulative amounts that would have otherwise been previously Limited Partner shall be paid to the Executive under this Agreement during Limited Partner on or before the period last day of the year following the year in which such payments or the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything provided to the contrary Limited Partner) during one year may not affect amounts reimbursable or provided in this Agreementany subsequent year, and no reimbursement or in-kind benefits and reimbursements provided under this Agreement during any calendar year benefit shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. (a) The Company and Award is intended to comply with the Executive intend that “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and, to the payments and benefits provided for in maximum extent permitted, this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be construed and administered consistent with the intent of this Section 9.6such intent. Notwithstanding anything contained herein to the contrary, all if the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Section 409A, references in this Agreement (including in Section 4.1), to payment or settlement of amounts under this Agreement within the “short-term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4), shall not apply, and instead payments will be made on the applicable payment date or a later date within the same taxable year of the Grantee, or if such timing is administratively impracticable, by the 15th day of the third calendar month following the date specified herein. For clarity, the Grantee is not permitted to designate the taxable year of payment. Notwithstanding anything contained herein to the contrary, if the Grantee is a “specified employee” (within the meaning set forth Section 409A(a)(2)(B)(i) of the Code) as of the date of the Grantee’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any Shares or other payment that would otherwise be made on the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and benefits will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service (or upon death, if earlier), with the balance of the Shares and other payment issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the Shares or other payment is necessary to avoid the imposition of taxation in respect of the Shares or other payment under Section 5.3 409A. A termination of employment or service shall not be deemed to have occurred for purposes of this Agreement shall be paid providing for the payment of any amounts that are considered deferred compensation under Section 409A upon or provided only at the time of following a termination of the Executive’s employment that constitutes or service, unless such termination is also a “separation from service” from the Company (within the meaning of Treasury Regulation Section 409A of the Code 1.409A-1(h)) and the regulations and guidance promulgated thereunder (determined after applying payment thereof prior to a “separation from service” would violate Section 409A. Each installment that becomes payable in respect of vested Performance Units subject to the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the Company, the Executive Award is a “specified employeeseparate payment” as defined in for purposes of Treasury Regulation 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code1.409A-2(b)(2), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive Company be entitled to liable for all or any reimbursement payments after December 31st portion of any taxes, penalties, interest or other expenses that may be incurred by 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. Additionally, in Grantee on account of Section 409A. (b) In the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits amounts payable under this Agreement hereunder may be subject taxable to the Grantee under Section 409A prior to the payment and/or delivery to the Grantee of the Codesuch amount, the Company and the Executive shall work together to Committee may adopt such amendments to this Agreement or adopt other policies or procedures (including amendmentsthe Agreement, and appropriate policies and procedures procedures, including amendments and policies with retroactive effect), or take any other commercially reasonable actions that the Committee determines necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided by the Performance Units and this Agreement. (c) Notwithstanding any provision of this Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Agreement or (y) comply with and the requirements of Section 409A terms of the Code and related Department Performance Units as the Company deems necessary or desirable to avoid the imposition of Treasury guidancetaxes or penalties under Section 409A. In any case, neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold the Grantee harmless from any or all of such taxes or penalties.

Section 409A. The Company (i) It is the intention of the parties that Executive’s performance of the services under this Agreement and payments to Executive hereunder shall not implicate Section 409A. In the event that Executive’s performance of the services or any payment due to the Executive intend that hereunder would subject Executive to the additional tax and interest imposed by Section 409A, or any interest or penalties with respect to such additional tax, the Company shall modify this Agreement to make it compliant with Section 409A and maintain the value of the payments and benefits provided under the Agreement. In no event, however, shall the Company be liable for in this Agreement either be exempt from any tax, interest or penalty imposed on Executive under Section 409A of the Code, or be provided in a manner that complies any damages for failing to comply with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 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 409A. (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if ii) If at the time of the Executive’s termination of employment with the Companyemployment, the Executive is a “specified employee,” as defined in under Section 409A of the Code as determined by the Company in accordance with Section 409A of the Code409A, any and the deferral of the commencement of any payments or benefits otherwise all amounts payable hereunder as a result under this Agreement on account of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder that would (without any reduction in payments or benefits ultimately paid or provided to the Executivebut for this provision) until the date that is at least be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, the date of the Executive’s termination of employment with the Company death; except (or the earliest date permitted under Section 409A of the Code), whereupon the Company will pay the Executive a lump-sum amount equal A) to the cumulative extent of amounts that would have otherwise been previously paid do not constitute a deferral of compensation within the meaning of Section 409A; (B) benefits which qualify as excepted welfare benefits pursuant to Section 409A-1(a)(5); or (C) other amounts or benefits that are not subject to the Executive requirements of Section 409A. Each payment made under this Agreement during shall be treated as a separate payment and the period in which such right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. (iii) Any reimbursement payment or benefits were deferred. Thereafterin-kind benefit due to Executive pursuant to Section 3(c), payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, extent that such reimbursements or in-kind benefits are taxable to Executive, shall be paid on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. Executive agrees to provide prompt notice to the Company of any such expenses (and reimbursements provided under this Agreement during any calendar year shall not affect other documentation that the Company may reasonably require to substantiate such expenses) in order to facilitate the Company’s timely reimbursement of the same. Reimbursements and in-kind benefits or reimbursements pursuant to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b3(c) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything benefit and the amount of such benefits that Executive receives in one taxable year shall not affect the amount of such reimbursements or benefits that Executive receives in any other taxable year. (iv) For purposes of Section 409A, Executive’s right to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement receive any installment payments hereunder shall be promptly 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 to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that within thirty (30) days following the date hereof of termination), the Company or actual date of payment within the Executive reasonably determines that any compensation or benefits payable under this Agreement may specified period shall be subject to Section 409A within the sole discretion of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidanceCompany.

Section 409A. (a) The Company compensation and benefits under this Agreement are intended to comply with or be exempt from the requirements of Section 409A, and this Agreement will be interpreted in a manner consistent with that intent. The preceding provision, however, shall not be construed as a guarantee by Financial Institutions of any particular tax effect to the Executive intend under this Agreement. Financial Institutions shall not be liable to the Executive for any payment made under this Agreement that the payments is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A. (b) References to “termination of employment” and benefits provided for similar terms used in this Agreement either be exempt from Section 409A of mean, to the Code, or be provided in a manner that complies extent necessary to comply with Section 409A of 409A, the Code, and any ambiguity herein shall be interpreted so as to be consistent with date that the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 of this Agreement shall be paid or provided only at the time of a termination of the Executive’s employment that constitutes Executive first incurs a “separation from service” from the Company within the meaning of Section 409A 409A. (c) To the extent any reimbursement provided under this Agreement is includable in the Executive’s income, such reimbursements shall be paid to the Executive not later than December 31st of the Code year following the year in which the Executive incurs the expense and the regulations and guidance promulgated thereunder amount of reimbursable expenses provided in one year shall not increase or decrease the amount of reimbursable expenses to be provided in a subsequent year. (determined after applying d) Notwithstanding anything in this Agreement to the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Furthercontrary, if at the time of the Executive’s termination of employment separation from service with the CompanyFinancial Institutions, the 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 Code409A, and the deferral of the commencement of any payments or benefits otherwise payment payable hereunder under this Agreement as a result of such termination of employment separation from service is necessary in order required to prevent any accelerated or additional tax under be delayed by six months pursuant to Section 409A of the Code409A, then the Company Financial Institutions will defer the commencement of the make such payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until on the date that is at least six (6) months and one day following the Executive’s termination separation from service with Financial Institutions. The amount of employment with such payment will equal the Company (or the earliest date permitted under Section 409A sum of the Code), whereupon the Company will pay the Executive a lump-sum amount equal to the cumulative amounts payments that would have otherwise been previously paid to the Executive during the six-month period immediately following the Executive’s separation from service had the payment commenced as of such date. Each payment under this Agreement during the period in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to designated as a “separate payment” within the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements meaning of Section 409A of the Code and related Department of Treasury guidance.409A. [Signature Page Immediately Follows]

Section 409A. The Company and the Executive intend that the payments and benefits provided for in this This Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as is not intended to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 of this Agreement shall be paid or provided only at the time of a termination of the Executive’s employment that constitutes constitute a “separation from servicenonqualified deferred compensation plan” 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)). Further, if at the time of the Executive’s termination of employment with the Company, the 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionallyforegoing, in the event that following the date hereof the Company this Agreement or the Executive reasonably determines that any compensation or benefits payable under this Agreement may benefit paid to Executive hereunder is deemed to be subject to Section 409A of the Code, Executive and the Company and the Executive shall work together agree to negotiate in good faith to adopt such amendments that are necessary to this Agreement comply with Section 409A of the Code or adopt other policies to exempt such compensation or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve Code. In addition, to the intended tax treatment extent (i) any compensation or benefits to which Executive becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of the compensation and benefits provided with respect to this Agreement or (y) comply employment with the requirements of Company constitute deferred compensation subject to Section 409A of the Code and related Department (ii) Executive is deemed at the time of Treasury guidancesuch termination of employment to be a “specified employee” under Section 409A of the Code, then such compensation or benefits shall not be made or commence until the date that is six months after the date of Executive’s “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(a)(1)(B) of the Code in the absence of such deferral. During any period compensation or benefits to Executive are deferred pursuant to the foregoing, Executive shall be entitled to 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., ▇▇▇▇▇ Fargo Bank, N.A. or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable 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. The (a) It is the intention of the Company and the Executive intend that the payments and benefits provided for in this Agreement either be exempt from not result in unfavorable tax consequences to Executive under Section 409A of the CodeCode (“Section 409A”). To the extent applicable, it is intended that the Agreement comply with the provisions of Section 409A, but the Company does not warrant or guarantee that the Agreement is either excepted from the requirements of Section 409A or that the Agreement complies with Section 409A. The Agreement will be provided administered and interpreted in a manner consistent with this intent, and any provision that complies would cause the Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). The Company and Executive agree to work together in good faith in an effort to comply with Section 409A of including, if necessary, amending this Agreement based on further guidance issued by the CodeInternal Revenue Service from time to time, and provided that the Company shall not be required to assume any ambiguity herein shall be interpreted so as to be consistent with the intent of this increased economic burden. Executive remains solely responsible for any adverse tax consequences imposed upon him by Section 9.6. 409A. (b) Notwithstanding anything contained herein to the contrary, all payments and benefits to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 5.3 409A, Executive shall not be considered to have terminated employment with the Company for purposes of this the Agreement and no payments shall be paid or provided only at due to him under the time of a Agreement which are payable upon his termination of the Executive’s employment that constitutes until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of 409A. (c) To the Code extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the regulations and guidance promulgated thereunder (determined after applying Agreement during the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the six-month period immediately following Executive’s termination of employment with shall instead be paid within thirty (30) days following the Company, the 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until first business day after the date that is at least six (6) months following the Executive’s his termination of employment with the Company (or the earliest date permitted under Section 409A upon his death, if earlier). If it is determined that all or a portion of the Code), whereupon the Company will pay the Executive a lump-sum amount equal payments due pursuant to the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement during the period in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, and if the Company General Release consideration period and revocation period spans two calendar years, the Executive shall work together to adopt such amendments payments provided pursuant 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 that are subject to (x) exempt the compensation and benefits payable under this Agreement from Section 409A shall not begin until the second calendar year. Executive may not elect the taxable year of the Code and/or preserve distribution. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the intended tax treatment of the compensation and benefits provided with respect Executive pursuant to this Agreement or (y) comply with the requirements shall be construed as a separate identified payment for purposes of Section 409A of the Code and related Department of Treasury guidance.409A.

Section 409A. The Company and Notwithstanding the Executive intend that the payments and benefits provided for in other provisions hereof, this Agreement either is intended to comply with or otherwise be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 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 requirements of Section 409A of the Code and the regulations and administrative guidance promulgated thereunder (determined after applying “Section 409A”), to the presumptions set forth in Treasextent applicable, and this Agreement shall be interpreted to avoid any taxes or penalty sanctions under Section 409A. Accordingly, all provisions herein, 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 Participant’s employment under this Agreement that constitute deferred compensation for purposes of 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. Reg. Any amount payable to the Participant pursuant to this Agreement during the six (6) month period immediately following the date of the Participant’s termination of employment that is not otherwise exempt from Section 1.409A-1(h)(1)). Further409A, if then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of the ExecutiveParticipant’s termination of employment separation from service, the Company’s (or any entity required to be aggregated with the Company, Company under Section 409A) stock is publicly-traded on an established securities market or otherwise and the Executive Participant 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 employment is necessary in order to prevent 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 (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least Excess Amount for six (6) months following the Executivedate of the Participant’s termination of employment with employment. The delayed Excess Amount shall be paid in a lump sum to the Company Participant on the Company’s first normal payroll date following the date that is six (or 6) months following the earliest date permitted under Section 409A of the Code), whereupon Participant’s termination of employment. If the Company will pay the Executive a lump-sum amount equal Participant dies during such six (6) month period and prior to the cumulative amounts payment of the portion of the Excess Amount that would have otherwise been previously is required to be delayed on account of Section 409A, such Excess Amount shall be paid to the Executive under this Agreement during Participant’s estate within sixty (60) days after the period in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidanceParticipant’s death.

Section 409A. The Company and (a) This Agreement shall be interpreted to avoid any penalty sanctions under Internal Revenue Code section 409A. If any payment or benefit cannot be provided or made at the Executive intend that the payments and benefits provided for in this Agreement either be exempt from Section 409A of the Codetime specified herein without incurring sanctions under section 409A, then such benefit or payment shall be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 of this Agreement shall be paid or provided only full at the earliest time of a termination of the Executive’s employment thereafter when such sanctions will not be imposed. (b) The parties agree 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)). Further, if at the time of the Executive’s termination of employment with the Company, the Executive Muther is not a “specified employee” for purposes of section 409A as defined in Section 409A of the Code as determined by the Company in accordance with Section 409A date of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything in this Agreement to the contrary contrary, if Muther is a specified employee of a publicly traded corporation under section 409A at the time of his separation from service and if payment of any amount under this Agreement is required to be delayed for a period of six months after separation from service pursuant to section 409A, payment of such amount shall be delayed as required by section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within 10 days after the end of the six-month period. If Muther dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of Muther’s estate within 60 days after the date of Muther’s death. The determination of specified employees, including the number and identity of persons considered specified employees and the identification date, shall be made by the Board in accordance with the provisions of Section 409A and the regulations issued thereunder. (c) For purposes of section 409A, the right to a series of installment payments under this Agreement, in-Agreement shall be treated as a right to a series of separate payments. All reimbursements and in kind benefits and reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during any Muther’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year shall may not affect in-the expenses eligible for reimbursement, or in kind benefits or reimbursements to be provided provided, in any other calendar year, other than an arrangement providing for (iii) the reimbursement of medical expenses referred to in Section 105(b) an eligible expense will be made on or before the last day of the Codecalendar year following the year in which the expense is incurred, and are (iv) the right to reimbursement or in kind benefits is 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 be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. The Company and the Executive intend that the payments and benefits provided for in this Agreement either be exempt from Section 409A of the CodeCode and the regulations, rules and other guidance promulgated thereunder, or be provided in a manner that complies with the requirements to avoid tax under Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. For purposes of Section 409A, each installment in a series shall be treated as a separate payment. Notwithstanding anything contained herein to the contrary, all payments and benefits Severance Benefits that are not exempt from Section 409A under Section 5.3 of this Agreement the “short-term deferral” rule described in Treas. Reg. Section. 1.409A-1(b)(4) shall be paid or provided only at the time of a termination of upon 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 with respect to such Severance Benefits, references to termination of employment and similar terms shall be interpreted to mean “separation from service”. Further, if at the time as of the Executive’s termination of employment with the Companyseparation from service, the 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 employment is necessary in order to prevent any accelerated or additional avoid tax under Section 409A of the Code, then the Company will shall defer the commencement of the each such payment of any such payments or benefits and/or benefit hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company date (or the earliest date permitted under Section 409A of the Code), whereupon the Company will shall 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 payments or benefits were deferred, without interest. Thereafter, payments will shall resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, the following special rules apply to in-kind benefits and reimbursements that are includible in wages for tax purposes: (i) 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 ; (ii) no reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not or in-kind benefit shall be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, ; and (iii) reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the next 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. Additionally, in the event that following the date hereof If the Company or the Executive reasonably determines that any compensation or benefits payable under provision of this Agreement may might not comply with the requirements to be subject to exempt from or avoid taxes under 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 correct the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidanceissue.

Section 409A. The Company and the Executive intend It is intended that the payments and benefits provided for in this Agreement either will comply with, or be exempt from from, Section 409A of the CodeCode and any regulations and guidelines promulgated thereunder, or be provided in a manner that complies with Section 409A of to the Codeextent the Agreement is subject thereto, and any ambiguity herein the Agreement shall be interpreted so as to be on a basis consistent with the intent of this Section 9.6such intent. Notwithstanding anything contained herein any provision in this Agreement to the contrary, all payments and benefits under Section 5.3 of this Agreement shall be paid : (a) the payment (or provided only at the time commencement of a termination series of the Executive’s employment that constitutes a “separation from service” from the Company payments) hereunder of any nonqualified deferred compensation (within the meaning of Section 409A of the Code and Code) upon a termination of employment shall be delayed until such time as the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth Executive has also undergone a “separation from service” as defined in Treas. Reg. Section 1.409A-1(h)(11.409A-1(h)). Further, if at the which time such nonqualified deferred compensation (calculated as of the date of Executive’s termination of employment with hereunder) shall be paid (or commence to be paid) to the Company, Executive on the schedule set forth in this Agreement as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from service.” (b) if the Executive is a “specified employee” as defined in of the Company under Section 409A of the Code at the time of his separation from service and if payment of any amount under this Agreement is required to be delayed for a period of six months after separation from service to meet the requirements of Section 409A(a)(2)(B)(i) of the Code, payment of such amount shall be delayed as determined required by Section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within 10 days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. The determination of whether Executive is a specified employee, including the number and identity of persons considered key employees and the identification date, shall be made by the Company Board in accordance with the provisions of Sections 416(i) and 409A of the Code and the regulations issued thereunder. (c) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and each payment made under the deferral Agreement shall be treated as a separate payment for purposes of 409A of the commencement Code. Whenever a payment under this Agreement specifies a payment period with reference to a number of any payments days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may the Executive, directly or benefits otherwise payable hereunder as a result indirectly, designate the calendar year of such termination payment. (d) All reimbursements and in kind benefits, if any, provided under this Agreement shall be made or provided in accordance with the requirements of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then including, where applicable, the Company will defer the commencement of the payment of requirement that (i) any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that reimbursement is at least six (6) months following for expenses incurred during the Executive’s termination of employment with the Company lifetime (or the earliest date permitted under Section 409A during a shorter period of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary time specified in this Agreement), in-(ii) the amount of expenses eligible for reimbursement, or in kind benefits and reimbursements provided under this Agreement provided, during any calendar a fiscal year shall may not affect in-the expenses eligible for reimbursement, or in kind benefits or reimbursements to be provided provided, in any other calendar fiscal year; provided, other than an that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement providing for the reimbursement of medical expenses referred to in covered by Section 105(b) of the CodeCode solely because such expenses are subject to a limit related to the period the arrangement is in effect, (iii) the reimbursement of an eligible expense will be made on or before the last day of the fiscal year following the year in which the expense is incurred, and are (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary Any tax gross-up payment provided for under this Agreement shall in this Agreement, reimbursement requests must no event be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made paid to the Executive following such submission, but in no event later than December 31st 31 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 such taxes are remitted by the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. (a) The Company and Agreement is intended to comply with the Executive intend that the payments and benefits provided for in this Agreement either be exempt from Section requirements of section 409A of the CodeCode or an exemption and shall in all respects be administered in accordance with section 409A. Severance payments shall be made under the section 409A “separation pay” exception, or be provided in a manner that complies with Section 409A of to the Codemaximum extent possible, and any ambiguity herein shall be interpreted so as to be consistent with then under the intent of this Section 9.6section 409A “short-term deferral” exception or another applicable exception. Notwithstanding anything contained herein in the Agreement to the contrary, all payments and benefits under Section 5.3 of this Agreement shall be paid or provided only at the time of a distributions upon termination of the Executive’s employment that constitutes may only be made upon 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)). Further, if at the time of the Executive’s termination of employment with the Company, the 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the section 409A. Each payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in treated as a separate payment for purposes of section 409A. In no event later than December 31st of may the Executive, directly or indirectly, designate the calendar year following the calendar year in which the expense was incurredof any payment to be made under this Agreement. In no event shall the Executive be entitled to any reimbursement payments after December 31st timing of the Participant’s execution of the Release, directly or indirectly, result in the Participant designating the calendar year following the calendar year in which the expense was incurredof payment. This paragraph shall only apply to All reimbursements and in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable provided under this Agreement may shall be subject made or provided in accordance with the requirements of section 409A of the Code. In the event the parties determine that the terms of this Agreement do not comply with section 409A, they will negotiate reasonably and in good faith to Section amend the terms of this Agreement such that it complies (in a manner that attempts to minimize the economic impact of such amendment on the Executive and the Company) within the time period permitted by the applicable Treasury Regulations. (b) Notwithstanding anything in the Agreement to the contrary, if required by 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 amount that is considered deferred compensation and benefits payable under this Agreement and that is required to be postponed pursuant to section 409A, which shall include certain of the payments under Section 4(b)(3) (other than upon the Executive’s death), shall be postponed for a period of six months after separation from Section 409A service, as required by section 409A. The accumulated postponed amount shall be paid with interest at the applicable federal rate as provided under section 7872(f)(2)(A) of the Code and/or preserve in a lump sum payment within ten days after the intended tax treatment end of the compensation and benefits provided with respect six month period. If the Executive dies during the postponement period prior to this Agreement or (y) comply with the requirements of Section 409A payment of the Code and related Department postponed amount, the amounts withheld on account of Treasury guidancesection 409A shall be paid to the personal representative of the Executive’s estate within 60 days after the date of his death.

Section 409A. The Company and the Executive intend that the payments and benefits provided for in amounts payable pursuant to this Agreement either be exempt from are intended to comply with the short term deferral exception to Section 409A of the Code, or be provided in a manner that complies with Code and the regulations issued thereunder (“Section 409A of the Code, 409A”) and any ambiguity herein this Agreement shall be interpreted so as to be consistent with the intent of this Section 9.6accordingly. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 of this Agreement shall be paid or provided only at to the time of a termination of extent that 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)). Further, if at the time of the Executive’s termination of employment with the Company, the Executive Recipient is a “specified employee” as defined in within the meaning of Section 409A, no amount that may constitute a deferral of compensation and is not otherwise exempt from Section 409A which is payable on account of the Code as determined Recipient’s separation from service shall be paid to the Recipient before the date (the “Delayed Payment Date”) which is first day of the seventh month after the Recipient’s Date of Separation or, if earlier, the date of the Recipient’s death following such date of separation. All such amounts that would, but for this Section 4(i), become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. No interest will be paid by the Company in accordance General Partner or an Affiliate with Section 409A of respect to any such delayed payments. In the Code, and event that the deferral of the commencement of General Partner or an Affiliate determines that any payments or benefits otherwise amounts payable hereunder as a result of such termination of employment is necessary in order shall be taxable to prevent any accelerated or additional tax the Recipient under Section 409A of the Code, then the Company will defer the commencement of the prior to payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code)Recipient, whereupon the Company will pay the Executive a lump-sum amount equal then, notwithstanding anything contained herein to the cumulative amounts that would have otherwise been previously paid contrary, the General Partner may (i) adopt amendments to the Executive under this Agreement during the period in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such including amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with a retroactive effect), or take any other commercially reasonable actions that such party deems necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect hereunder and/or (ii) take such other action as such party deems necessary or appropriate to avoid the imposition of tax under Section 409A. Notwithstanding the foregoing, in no event shall the General Partner or an Affiliate be liable for any tax, interest or penalties that may be imposed on the Recipient under Section 409A. For purposes of Section 409A, each payment or amount due under this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidanceshall be considered a separate payment.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement. For purposes of Code Section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code Section 409A, the cash severance payments payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409Al(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-l(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive intend during the six-month period following the Executive’s termination date that does not qualify within either of the payments foregoing exceptions and benefits provided is deemed as deferred compensation subject to the requirements of Code Section 409A, then such amount shall hereinafter be referred to as the “Excess Amount.” If the Executive is a “key employee” of a publicly traded corporation under Section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Code Section 409A, then notwithstanding anything in this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments payment of such amount shall be delayed as required by Code Section 409A, and benefits under Section 5.3 of this Agreement the accumulated postponed amount shall be paid or provided only at in a lump sum payment within 10 days after the time end of a termination the six-month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of Section 409A shall be paid to the personal representative of the Executive’s employment that constitutes a “separation from service” from estate within 60 days after 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)). Further, if at the time date of the Executive’s termination of employment with death. A “key employee” shall mean an employee who, at any time during the Company12-month period ending on the identification date, the Executive is a “specified employee” as defined in under Code Section 409A of the Code 409A, as determined by the Company Board, in its sole discretion. The determination of key employees, including the number and #91155124v3 identity of persons considered key employees and the identification date, shall be made by the Board in accordance with Section 409A the provisions of the Code, Code Sections 416(i) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.409A.

Section 409A. The 14.1. It is the intention of the Company and the Executive intend that the all payments and benefits provided for in under this Agreement either shall be exempt from Section 409A of the Code, or be made and provided in a manner that complies with is either exempt from or intended to avoid taxation under Section 409A of the Code409A, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 of extent applicable. Any ambiguity in this Agreement shall be paid interpreted to comply with the above. The Executive acknowledges that the Company has made no representations as to the treatment of the compensation and benefits provided hereunder and the Executive has been advised to obtain his own tax advice. 14.2. Each amount or provided only at benefit payable pursuant to this Agreement shall be deemed a separate payment for purposes of Section 409A. 14.3. For all purposes under this Agreement, any iteration of the time of a termination of word “termination” (e.g., “terminated”) with respect to the Executive’s employment that constitutes employment, shall mean a “separation from service” from the Company service within the meaning of Section 409A 409A. 14.4. Notwithstanding anything in this Agreement to the contrary, in the event the stock of the Code Company is publicly traded on an established securities market or otherwise and the regulations and guidance promulgated thereunder Executive is a “specified employee” (as determined after applying under the presumptions set forth Company’s administrative procedure for such determinations, in Treas. Reg. accordance with Section 1.409A-1(h)(1)). Further, if 409A) at the time of the Executive’s termination of employment with the Companyemployment, the Executive is a “specified employee” as defined in any payments under this Agreement that are deemed to be deferred compensation subject to Section 409A shall not be paid or begin payment until the earlier of (i) the Executive’s death or (ii) the first payroll date following the six (6) month anniversary of the Code as determined by Executive’s date of termination of employment. If the Company in accordance with Section 409A of the Code, and the deferral of the commencement payment of any payments or benefits otherwise payable hereunder amounts under this Agreement are delayed as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A the previous sentence, on the first payroll date following the end of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with month period, the Company (or the earliest date permitted under Section 409A of the Code), whereupon the Company will shall 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 such six (6) month period, plus accrued interest on such cumulative amounts at a per annum rate of interest equal to the prime rate for large banks, as published in the Wall Street Journal on the Executive’s date of termination, for 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 beginning on (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(bincluding) 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 be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof of termination through (and excluding) the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A date of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidancepayment.

Section 409A. The Company 10.2.1. It is the intention of the parties hereto that this Agreement and the Executive intend that the payments and benefits provided for in this Agreement either hereunder shall not be exempt from Section 409A of the Codesubject to, or shall be provided in a manner that complies with accordance with, Section 409A 409A, and thus avoid the imposition of any tax and interest on Executive pursuant to Section 409A(a)(1)(B) of the Code, and any ambiguity herein this Agreement shall be interpreted so as to be and construed consistent with this intent. Executive acknowledges and agrees that he shall be solely responsible for the intent payment of any tax or penalty which may be imposed or to which he may become subject as a result of the payment of any amounts under this Agreement. 10.2.2. Notwithstanding any provision of this Section 9.6. Notwithstanding anything contained herein Agreement to the contrary, all payments and benefits under Section 5.3 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)). Further, if at the time of the Executive’s termination of employment with the Company, the Executive is a “specified employee” as defined at the time of Executive’s “separation from service”, any payment of “nonqualified deferred compensation” (in Section 409A of the Code each case as determined by the Company in accordance with pursuant 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive409A) until the date that is at least otherwise to be paid to Executive within six (6) months following the Executive’s termination of employment with separation from service, then to the Company (or the earliest date permitted extent that such payment would otherwise be subject to interest and additional tax under Section 409A 409A(a)(1)(B) of the Code), whereupon such payment shall be delayed and shall be paid on the Company will pay first business day of the Executive a lump-sum amount equal seventh calendar month following Executive’s separation from service, or, if earlier, upon Executive’s death. Any deferral of payments pursuant to the cumulative amounts foregoing sentence shall have no effect on any payments that would have otherwise been previously are scheduled to be paid more than six (6) months after the date of separation from service. 10.2.3. If any of the payments hereunder are subject to the Executive under this Agreement during Release Requirement, and the period in which Executive may consider executing the release begins in one calendar year and ends in the following calendar year, the date on which such payments or benefits were deferredwill be made shall be no earlier than the first day of the second calendar year within such period. 10.2.4. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, All reimbursements and in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or reimbursements to be provided 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, other than an arrangement providing for (iii) the reimbursement of medical expenses referred to in Section 105(b) of an eligible expense will be made on or before 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 be promptly made to the Executive following such submission, but in no event later than December 31st last day of the calendar year following the calendar year in which the expense was incurred. In no event shall is incurred and (iv) the Executive be entitled right 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. 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 is not subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement set off or adopt other policies liquidation or procedures (including amendments, policies and procedures with retroactive effect), or take exchange for any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidancebenefit.

Section 409A. The Company and the Executive intend that the payments and benefits provided for in this Agreement either be exempt from Section 409A Notwithstanding any provision of the CodeAgreement to the contrary, or be provided in a manner that complies the following provisions shall apply for purposes of complying with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 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 Internal Revenue Code and the regulations and guidance promulgated thereunder applicable Treasury authorities (determined after applying the presumptions set forth in Treas. Reg. “Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the Company, the Executive 409A”): a. If Employee is a “specified employee,” as such term is defined in Section 409A and determined as described below in this Section 6.04, any payments payable as a result of Employee’s Termination (other than death or Disability) shall not be payable before the earlier of (i) the date that is six months after Employee’s Termination, (ii) the date of Employee’s death, or (iii) the date that otherwise complies with the requirements of Section 409A. This Section 6.04a shall be applied by accumulating all payments that otherwise would have been paid within six months of Employee’s Termination and paying such accumulated amounts at the earliest date which complies with the requirements of Section 409A. Employee shall be a “specified employee” for the twelve-month period beginning on April 1 of a year if Employee is a “key employee” as defined in Section 409A 416(i) of the Internal Revenue Code (without regard to Section 416(i)(5)) as determined by of December 31 of the preceding year. b. If any provision of the Agreement would result in the imposition of an applicable tax under Section 409A, Employee and the Company in accordance agree that such provision will be reformed to avoid imposition of the applicable tax and no action taken to comply with Section 409A of the Code, and the deferral of the commencement of any payments shall be deemed to adversely affect Employee’s rights or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidancehereunder.

Section 409A. The Company (a) This Letter Agreement is intended to comply with Section 409A of the Code and the Executive intend that the payments its corresponding regulations, or an exemption, and payments, rights and benefits provided for may only be made or satisfied under this Letter Agreement upon an event and in a manner permitted by Section 409A, to the extent applicable. Severance benefits under this Letter Agreement either are intended to be exempt from Section 409A under the “separation pay exception,” to the maximum extent applicable. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. For purposes of the Codelimitations on nonqualified deferred compensation under Section 409A, or each payment of compensation under this Letter Agreement shall be provided in treated as a manner that complies with separate payment of compensation for purposes of applying the Section 409A of deferral election rules and the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this exclusion under Section 9.6409A for certain short-term deferral amounts. Notwithstanding anything contained herein in this Letter Agreement to the contrary, all payments if 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 required by Section 409A, and benefits under Section 5.3 the accumulated amounts and interest on such amounts (calculated based on the Applicable Federal Rate in effect on the date of this Agreement termination) shall be paid or provided only at in a lump sum payment within ten days after the time end of a the six-month period and (ii) in the event any equity compensation awards held by you that vest upon termination of the Executive’s your employment that constitutes a constitute “separation from servicenonqualified deferred compensation” from the Company within the meaning of Section 409A of the Code Code, the delivery of Shares or cash (as applicable) in settlement of such awards shall be made on the earliest permissible payment date (including the date that is six months after separation from service pursuant to Section 409A) or event under Section 409A on which the Shares or cash would otherwise be delivered or paid. If you die during the postponement period prior to the payment of any amounts or benefits or delivery of Shares, the amounts and entitlements delayed on account of Section 409A shall be paid or provided to the regulations and guidance promulgated thereunder personal representative of your estate within 60 days after the date of your death. (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s b) All payments to be made upon a termination of employment with the Company, the Executive is under this Letter Agreement may only be made upon a “specified employeeseparation from service” as defined in under Section 409A. In no event may you, directly or indirectly, designate the calendar year of a payment. Any payments and/or equity awards which constitute nonqualified deferred compensation under Section 409A which are payable upon a Change in Control shall only be paid upon transactions or events which give rise to a “change in ownership or effective control” or a change in the “ownership of a substantial portion of the Code as determined by assets” of the Company in accordance with under Section 409A of the Code, and the deferral rulings and regulations issued thereunder, and in the event such transactions or events do not give rise to a “change in ownership or effective control” or a change in the “ownership of a substantial portion of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A assets” of the CodeCompany, then such amounts shall become vested and nonforfeitable but shall be distributed on the Company will defer the commencement of the payment of any such payments otherwise applicable distribution date or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferredevent. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, All reimbursements and in-kind benefits and reimbursements provided under this Letter Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during any your lifetime (or during a shorter period of time specified in this Letter Agreement); (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year shall may not affect in-the expenses eligible for reimbursement, or in kind benefits or reimbursements to be provided provided, in any other calendar year, other than an arrangement providing for ; (iii) the reimbursement of medical expenses referred to in Section 105(b) an eligible expense will be made no later than the last day of the Code, calendar year following the year in which the expense is incurred; and are (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything Any tax gross-up payments payable under this Letter Agreement shall be paid no later than the date on which the taxes on the underlying income or imputed income are due to the contrary applicable tax authority, and in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made any event prior to the Executive following such submission, but in no event later than December 31st end of the calendar year next following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to applicable taxes (and 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 or other related taxes or interest or penalties thereon) are remitted to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidanceapplicable taxing authority.

Section 409A. The Company and the Executive intend that the payments and benefits provided for in this This Agreement either is intended to meet, or be exempt from from, the requirements of Section 409A of the CodeInternal Revenue Code of 1986, or be provided in a manner that complies with Section 409A of the Codeas amended, and any ambiguity herein the regulations and interpretive guidance promulgated thereunder (collectively, “Section 409A”), with respect to amounts subject thereto, and shall be interpreted so as and construed consistent with that intent. No expenses eligible for reimbursement, or in-kind benefits to be consistent with provided, during any calendar year shall affect the intent of this Section 9.6. Notwithstanding anything contained herein amounts eligible for reimbursement in any other calendar year, to the contraryextent subject to the requirements of Section 409A, all 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 and benefits provided under Section 5.3 of this Agreement shall be paid or provided only at the time of treated as a separate payment. Any payments to be made under this Agreement upon a termination of the Executive’s employment that constitutes shall only be made upon a “separation from service” from under Section 409A as determined by the Company within based on the meaning advice of its tax advisor. If amounts payable under this Agreement do not qualify for exemption from Section 409A of the Code and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination separation from service and therefore are deemed deferred compensation subject to the requirements of employment with Section 409A on the Companydate of such separation from service, the then if Executive is a “specified employee” as defined in under Section 409A of the Code 409A, as determined by the Company in accordance with Section 409A based on the advice of its tax advisor, on the date of Executive’s separation from service, payment of the Code, and amounts hereunder shall be delayed for a period of six months from the deferral date of Executive’s separation from service if required by Section 409A. The accumulated postponed amount shall be paid in a lump sum within 10 days after the end of the commencement six-month period. Based on the foregoing, it is currently contemplated that the release of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of shares from the Code, then rabbi trust benefiting the Company Executive will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least occur no earlier than six (6) months following after the Executive’s termination of employment with separation from service, which under this agreement is January 15, 2019. If Executive dies during the Company (or the earliest date permitted under Section 409A postponement period prior to payment of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Codepostponed amount, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements amounts withheld on account of Section 409A shall be paid to Executive’s estate within 10 days after the date of the Code and related Department of Treasury guidanceExecutive’s death.

Section 409A. The Company (a) This Letter Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and its corresponding regulations (“Section 409A”), or an exemption thereto, and payments may only be made under this Letter Agreement upon an event and in a manner permitted by Section 409A, to the Executive intend that the payments and benefits extent applicable. Separation pay provided for in under this Letter Agreement either is intended to be exempt from Section 409A of under the Code“separation pay exception,” to the maximum extent applicable. Further, any payments that qualify for the “short-term deferral” exception or be provided in a manner that complies with another exception under Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with paid under the intent of this Section 9.6applicable exception. Notwithstanding anything contained herein in this Letter Agreement to the contrary, all payments if you are considered a “specified employee” for purposes of Section 409A and benefits 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 5.3 409A, to avoid the application of this Agreement Section 409A to amounts payable hereunder, payment of such amounts shall be delayed as required by Section 409A, and the accumulated amounts shall be paid or provided only at in a lump sum payment after the time end of the six-month period, but not later than 10 days thereafter. (b) All separation payments to be made upon a termination of the Executive’s employment that constitutes service under this Letter Agreement may only be made upon a “separation from service” from the Company within the meaning under Section 409A. For purposes of Section 409A 409A, any right to a series of the Code and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the Company, the 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 installment payments or benefits otherwise payable hereunder shall be treated as a result right to a series of such termination separate payments. In no event may you, directly or indirectly, designate the calendar year of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferredpayment. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, All reimbursements and in-kind benefits and reimbursements provided under the Letter Agreement shall be made or provided in accordance with the requirements of Section 409A to avoid the application of Section 409A to such amounts, including, where applicable, the requirement that: (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement Letter Agreement; (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during any a calendar year shall may not affect in-the expenses eligible for reimbursement, or in kind benefits or reimbursements to be provided provided, in any other calendar year, other than an arrangement providing for ; (iii) the reimbursement of medical expenses referred to in Section 105(b) an eligible expense will be made no later than the last day of the Code, calendar year following the year in which the expense is incurred; and are (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything in this Letter Agreement to the contrary in this Agreementcontrary, reimbursement requests must any right of the Company to offset or otherwise reduce any sums that may be timely submitted due or become payable by the Executive andCompany to you or for your account, if timely submittedby any overpayment or indebtedness, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to limitations imposed by Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.409A.

Section 409A. The Company and the Executive intend that the payments and benefits provided for in this This Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies is intended to comply with Section 409A of the Code, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and any ambiguity herein in-kind distributions, and shall be administered, construed and interpreted so as in accordance with such intent. Each payment under this Agreement or any benefit plan of Employer is intended to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 of this Agreement shall be paid or provided only at the time treated as one of a termination series of the Executive’s employment that constitutes a “separation from service” from the Company within the meaning separate payments for purposes of Section 409A of the Code and Code. To the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the Company, the 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 extent any reimbursements or in-kind benefit payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions). Notwithstanding anything herein to the Company contrary, to the extent Executive is considered a “specified employee” (as defined in Section 409A of the Code) at the time of his separation from service and would be entitled to a payment upon separation from service during 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 six-month period beginning on Executive’s date of termination that is not otherwise excluded under this Agreement from Section 409A of the Code and/or preserve under the intended tax treatment exception for short-term deferrals, separation pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exemption, the payment shall not be made to Executive until the earlier of the compensation six-month anniversary of Executive’s date of termination or Executive’s death and benefits shall be accumulated and paid on the first day of the seventh month following the date of termination. Employer cannot guarantee that the Transition Benefits provided with respect to under this Agreement shall satisfy all applicable provisions of Section 409A of the Code. Whenever a payment specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of Employer, and Executive shall have no right (directly or (yindirectly) comply with to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years. The payment of any compensation or benefit that is subject to the requirements of Section 409A of the Code and related Department may not be accelerated except to the extent permitted by Section 409A of Treasury guidancethe Code.

Section 409A. The Company All amounts payable under this Agreement are intended to be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Executive intend that regulations thereunder (collectively, “Section 409A”). To the payments and benefits provided for in this Agreement either extent required to comply with or be exempt from Section 409A 409A, you will not be considered to have terminated employment with the Company for purposes of the Code, or be provided in a manner that complies with Section 409A of the Codethis Agreement, and any ambiguity herein shall no payment will be interpreted so as due to be consistent with the intent of you under this Section 9.6. Notwithstanding anything contained herein to the contraryAgreement, all payments and benefits under Section 5.3 of this Agreement shall be paid or provided only at the time of a termination of the Executive’s employment that constitutes until you have incurred 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 giving effect to the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)therein). Further, if at the time of the Executive’s termination of employment with the Company, the Executive is If you are determined to be a “specified employee” as defined in Section 409A at the time of your separation from service then, to 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 employment is extent necessary in order to prevent any accelerated or additional tax under Section 409A 409A, payment of the Code, then amounts payable under this Agreement will be delayed until the Company will defer the commencement earlier of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executivei) until the date that is at least six months and one day following your separation from service or (6ii) months following the Executive’s termination your death. Each amount paid to you pursuant to this Agreement shall be treated as a separate payment for purposes of employment with the Company (or the earliest date permitted under Section 409A and the right to a series of the Code), 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 installment payments under this Agreement during shall be treated as the right to a series of separate payments. To the extent required to comply with Section 409A, if the period available to execute (and not revoke) the Separation Agreement spans two calendar years, the Cash Severance Payment, the COBRA Payment, the Change in which such payments Control Severance Payment or benefits were deferredthe Death/Disability Payment will be paid in the second calendar year. ThereafterTo the extent required to comply with Section 409A, payments a Change in Control will resume not be deemed to occur for purposes of this Agreement unless it is a “change in accordance with control event” as defined in Section 1.409A-3(i)(5)(i) of the Treasury Regulations, and if it is not a “change in control event,” payment of the severance described in Section 1(b) of this AgreementAgreement shall instead be paid as provided under Section 1(a) of this Agreement (unless the severance, or portion thereof, could be paid earlier without resulting in adverse tax consequences under Section 409A). Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided Any reimbursement payable under this Agreement that is subject to Section 409A is subject to the following additional rules: (A) the amount of expenses eligible for reimbursement during any calendar taxable year shall not affect in-kind benefits or reimbursements to be provided the amount of expenses eligible for reimbursement in any other calendar taxable year, other than an arrangement providing for the ; (B) 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 expense shall be timely submitted by the Executive andmade, if timely submittedat all, reimbursement payments shall be promptly made to the Executive following such submissionpromptly, but in no event not later than December 31st the end of the calendar year following the calendar year in which the expense was incurred. In no event , and (C) the right to reimbursement 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. 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 not be subject to Section 409A of liquidation or exchange for any other benefit. Notwithstanding the Codeforegoing or anything to the contrary in this Agreement, neither the Company and the Executive shall work together nor any other person will be liable to adopt such amendments to this Agreement you by reason of any acceleration of income, or adopt other policies or procedures any additional tax (including amendments, policies any interest and procedures with retroactive effectpenalties), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided asserted with respect to any of the payments under this Agreement, including by reason of the failure of this Agreement or (y) comply with to satisfy the applicable requirements of Section 409A of the Code and related Department of Treasury guidancein form or in operation.

Section 409A. The Company and the Executive intend that the payments and benefits provided for in this (a) This Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies is intended to comply with Section 409A of the Code, and any ambiguity herein shall payments may only be interpreted so as made under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. Severance benefits under this Agreement or the Employee Retention and Severance Policy are intended to be consistent with exempt from Section 409A of the intent of this Section 9.6Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything contained herein in this Agreement to the contrary, all payments and benefits under if required by Section 5.3 of this Agreement shall be paid or provided only at the time of a termination 409A of the Executive’s employment that constitutes Code, if the Executive is considered a “separation from servicespecified employee” from the Company within the meaning for purposes of Section 409A of the Code and the regulations and guidance promulgated thereunder (determined if payment of any amounts under this Agreement is required to be delayed for a period of six months after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the Company, the Executive is a “specified employee” as defined in separation from service pursuant to Section 409A of the Code to avoid the imposition of additional taxes on the Executive, payment of such amounts shall be delayed as determined required by the Company in accordance with Section 409A of the Code, and the deferral accumulated amounts shall be paid in a lump-sum payment within 10 days after the end of the commencement six-month period. If the Executive dies during the postponement period prior to the payment of any benefits, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (b) All payments or benefits otherwise payable hereunder as to be made upon a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under this Agreement may only be made upon a “separation from service” under Section 409A of the Code, then the Company will defer the commencement . For purposes of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), whereupon each payment hereunder shall be treated as a separate payment, and the Company will pay the Executive right to a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive’s designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A of the Code, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement be for expenses incurred 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 specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits and reimbursements provided under this Agreement provided, during any a calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits or reimbursements to be provided provided, in any other calendar year, other than an arrangement providing for (iii) the reimbursement of medical expenses referred to in Section 105(b) an eligible expense be made no later than the last day of the Codecalendar year following the year in which the expense is incurred, and are (iv) the right to reimbursement or in-kind benefits not be subject to liquidation or exchange for another benefit. Notwithstanding anything to . (d) The Company makes no representations or warranties that the contrary in this Agreementpayments provided under the Agreement comply with, reimbursement requests must be timely submitted by the Executive andor are exempt from, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, and in no event shall the Company and be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures on account of non-compliance with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidanceCode.

Section 409A. (a) The Company and the 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 of the Code409A, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.68. 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, all payments and benefits under Section 5.3 4 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)). Further, if at the time of the Executive’s termination of employment with the Company, the 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 Code409A, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code) (the “Permitted Payment Date”), 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 payments or benefits were deferred. Thereafter, payments will resume commence and continue in accordance with this Agreement. Agreement until paid in full; provided that any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the Permitted Payment Date. (b) Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st 31 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 31 of the calendar year following the calendar year in which the expense was incurred. This paragraph Section 11 shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. The Company and the Executive intend It is intended that the payments and benefits made or provided for in under this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies shall comply with Section 409A or an exemption thereto. For purposes of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits limitations on nonqualified deferred compensation under Section 5.3 409A, each payment of compensation under this Agreement shall be paid treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A for short-term deferral amounts, the separation pay exception or provided only at the time of any other exception or exclusion under Section 409A. All payments to be made upon a termination of the Executive’s employment that constitutes under this Agreement may only be made upon a “separation from service” from the Company within the meaning of under Section 409A of to the Code and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the Company, the 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 employment is extent necessary in order to prevent any accelerated avoid the imposition of penalty taxes on the Executive pursuant to Section 409A. In no event may the Executive, directly or additional tax under Section 409A of indirectly, designate the Code, then the Company will defer the commencement of the payment calendar year of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted payment under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits and reimbursements provided under this Agreement that are subject to Section 409A shall be made in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during any calendar year shall not affect the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or reimbursements in-kind benefits to be provided provided, in any other calendar year, other than an arrangement providing for ; (iii) the reimbursement of medical expenses referred to in Section 105(b) an eligible expense will be made no later than the last day of the Code, calendar year following the year in which the expense is incurred; and are (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything Without limiting the generality of the foregoing, to the contrary extent required in this Agreementorder to comply with Section 409A, reimbursement requests must amounts and benefits to be timely submitted by paid or provided under Section 4 hereof during the Executive andperiod between the Executive’s termination of service with the Employer and the date that is six months thereafter, if timely submitted, reimbursement payments shall be promptly made paid or provided to the Executive following such submission, but in no event later than December 31st of on the calendar year following first business day after 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 date that would result in taxable compensation income to the Executive. Additionally, in the event that is six months following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidancetermination.

Section 409A. The Company and the Executive intend It is intended that the payments and benefits provided for in under this Agreement either comply with, or as applicable, constitute a short-term deferral or otherwise be exempt from Section 409A of from, the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 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 provisions of Section 409A of the Code and the regulations and other guidance promulgated issued thereunder (determined after applying the presumptions set forth in Treas. Reg. “Section 1.409A-1(h)(1)409A”). FurtherThe Employer shall administer and interpret this Agreement in a manner so that such payments and benefits comply with, if at or are otherwise exempt from, the time 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 Executiveextent permitted by Section 409A). Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Employee shall not be considered to have terminated employment with the 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 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 payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s termination of employment with shall instead be paid on the Company, the 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until first business day after the date that is at least six (6) months following the ExecutiveEmployee’s termination of employment with the Company (or the earliest date permitted under Section 409A upon death, if earlier). In addition, for purposes of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, each amount to be paid or benefit to be provided to Employee pursuant to this Agreement which constitutes deferred compensation subject to Section 409A shall be construed as a separate identified payment for purposes of Section 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 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 , (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 the contrary be provided, in this Agreementany other taxable year, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement and (iii) such payments shall be promptly 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 calendar 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 Executive following such submissiontaxing authority, but in or, if no event later than December 31st taxes are to be remitted, the end 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. Additionally, in the event that following the date hereof the Company audit or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidancelitigation is completed.

Section 409A. The Company and the Executive intend that the 8.2.1. All payments and benefits provided for in to Executive pursuant to this Agreement either shall be exempt from interpreted, to the extent permissible under applicable law, so as to avoid any sanctions under Section 409A of the Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. 8.2.2. If the termination giving rise to the payments described in Section 4.4, Section 5.2 and Section 6 is not a manner that complies “Separation from Service” within the meaning of Treas. Reg. § 1.409A-1(h)(1) (or any successor provision), then the amounts otherwise payable pursuant to those Sections will instead be deferred without interest and will not be paid until Executive experiences a Separation from Service. In addition, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A of the CodeCode to payments due to Executive upon or following his Separation from Service, then notwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following Executive’s Separation from Service (taking into account the preceding sentence of this paragraph) will be deferred without interest and any ambiguity herein paid to Executive in a lump sum immediately following that 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 of the Code shall be interpreted so as paid to the Executive’s estate within 10 days after the date of the Employee’s death. This Section 8.2.2 should not be consistent with construed to prevent the intent application of Treas. Reg. §§ 1.409A-1(b)(4) or -1(b)(9)(iii) (or any successor provisions) to any amount payable to Executive. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4) (or any successor provision) to this Section 9.6Agreement, each payment in a series of payments will be deemed a separate payment. 8.2.3. Notwithstanding anything contained herein in this Agreement to the contrarycontrary or otherwise, all payments and benefits under Section 5.3 of to the extent an expense, reimbursement or in-kind benefit provided pursuant to this Agreement shall be paid or provided only at the time of a termination of the Executive’s employment that constitutes a “separation from servicedeferral of compensation” 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)). Further, if at the time of the i) any reimbursement shall be for expenses incurred during Executive’s termination of employment with the Company, the 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executivehis surviving spouse’s termination of employment with the Company lifetime (or the earliest date permitted under Section 409A during a shorter period of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement or in-kind benefits and reimbursements provided under this Agreement to Executive during any calendar year shall will not affect the amount of expenses eligible for reimbursement or in-kind benefits or reimbursements provided to be provided Executive in any other calendar year, other than an arrangement providing (iii) the reimbursements for the reimbursement of medical expenses referred for which Executive is entitled 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 reimbursed shall be promptly made to on or before the Executive following such submission, but in no event later than December 31st last day of the calendar year following the calendar year in which the applicable expense was incurred. In no event shall is incurred and (iv) the Executive be entitled right to any payment or 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 or in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company hereunder may not be liquidated 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 exchanged for any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidancebenefit.

Section 409A. The Company i. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Executive intend that the payments regulations and benefits provided other applicable guidance thereunder (together, “Section 409A”), or to qualify for in an exemption thereto. Payment under this Agreement either that are subject to Section 409A may only be made upon an event or events and in a manner permitted by Section 409A. Severance benefits under this Agreement are intended to be exempt from Section 409A of under the Code“short-term deferral” exception, or be provided in a manner that complies with Section 409A of to the Codemaximum extent applicable, and any ambiguity herein shall be interpreted so as then under the “separation pay” exception, to be consistent with the intent of this Section 9.6maximum extent applicable. Notwithstanding anything contained herein in this Agreement to the contrary, all payments if required by Section 409A, if the Employee is considered a “specified employee” for purposes of Section 409A and benefits if payment of any amounts under Section 5.3 of this Agreement is required to be delayed for a period of six months after the Employee’s separation from service, as defined in Section 409A, payment of such amounts shall be delayed as required by Section 409A, and the accumulated amounts shall be paid or provided only at to the time Employee in a lump-sum payment within 10 days after the end of the six-month period. If the Employee dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A shall be paid to the personal representative of the Employee’s estate within sixty (60) days after the date of the Employee’s death. ii. All payments to be made upon a termination of the Executive’s employment under this Agreement that constitutes are subject to Section 409A may only be made upon a “separation from service” of the Employee 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)). Further, if at the time of the Executive’s termination of employment with the Company, the 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 employment is necessary in order to prevent any accelerated or additional tax Employer under Section 409A of the Code. For purposes of Section 409A, then each payment hereunder shall be treated as a separate payment, and the Company will defer right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the commencement Employee, directly or indirectly, designate the fiscal year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Employee’s execution of the Agreement and Release, directly or indirectly, result in the Employee’s designating the fiscal year of payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided amounts of deferred compensation subject to the Executive) until the date Section 409A, and if a payment that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A subject to execution of the Code)Agreement and Release could be made in more than one taxable year, whereupon payment shall be made in the Company will pay the Executive a lumplater taxable year. iii. All taxable reimbursements and in-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement be for expenses incurred 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 specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits and reimbursements provided under this Agreement provided, during any calendar a fiscal year shall not affect the expenses eligible for reimbursement, or in-kind benefits or reimbursements to be provided provided, in any other calendar fiscal year, other than an arrangement providing for (iii) the reimbursement of medical expenses referred to in Section 105(b) an eligible expense be made no later than the last day of the Codefiscal year following the year in which the expense is incurred, and are (iv) the right to reimbursement or in-kind benefits not be 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 be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. The Company and (a) This Agreement is intended to either (i) qualify for the Executive intend that the payments and benefits provided for in this Agreement either be exempt from short-term deferral exemption under Section 409A or (ii) satisfy the requirements of the CodeSection 409A. This Agreement shall be interpreted, or be provided administered and construed in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6that intent. Notwithstanding anything contained herein to the contraryforegoing, all payments and benefits under Section 5.3 if the Company determines that any provision of this Agreement shall be paid or provided only at the time Plan contravenes Section 409A or could cause the Grantee to incur any tax, interest or penalties under Section 409A, the Committee may, in its sole discretion and without the Grantee’s consent, modify such provision to (x) comply with, or avoid being subject to, Section 409A, or to avoid the incurrence of a termination any taxes, interest and penalties under Section 409A, or (y) maintain, to the maximum extent practicable, the original intent and economic benefit to the Grantees of the Executive’s employment that constitutes a “separation from service” from applicable provision without materially increasing the cost to the Company within or contravening the meaning provisions of Section 409A 409A. This Section 18 does not create an obligation of the Code Company to modify the Plan or this Agreement and does not guarantee that the regulations Restricted Units will not be subject to taxes, interest and guidance promulgated thereunder penalties under Section 409A. (determined after applying b) If the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the Company, the Executive Grantee 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A and the Shares are to be settled on account of the CodeGrantee’s separation from service (for reasons other than death) and such Shares constitute “deferred compensation” as defined under Section 409A, then the Company will defer the commencement any portion of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to Shares that would otherwise be settled during the Executive) until 6-month period commencing on the date that is at least six (6) months Grantee’s separation from service shall be settled as soon as practicable following the Executive’s termination conclusion of employment with the Company 6-month period (or following the earliest date permitted under Section 409A of Grantee’s death if it occurs during such 6-month period). (c) Notwithstanding anything in this Agreement to contrary, in the Codeevent the Shares remain outstanding following the Grantee’s “separation from service” as defined in Treas. Reg. § 1.409A-1(h), whereupon and settle on or after the Company will pay Vesting Date, 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 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 Shares shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in settle no event later than December 31st 31 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. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidanceVesting Date occurs.

Section 409A. The Company and intent of the Executive intend parties hereto is that the payments and benefits provided for in under this Agreement either comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 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 collectively, “Section 409A”) and, accordingly, to the presumptions set forth maximum extent permitted, this Agreement shall be interpreted and administered to be in Treascompliance therewith. Reg. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 1.409A-1(h)(1)409A. Notwithstanding any provision in this Agreement to the contrary, no payment or benefit that is deferred compensation for purposes of Section 409A and that is due upon your termination of employment will be paid or provided unless such termination is also a “separation from service” (within the meaning of Section 409A). FurtherWhenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., if “payment shall be made within 30 days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event will you have the ability to, directly or indirectly, designate the calendar year of any payment under this Agreement. If at the time of the Executive’s termination of employment your separation from service (as defined in Section 409A) with the Company, the Executive is you are a “specified employee” as defined in (within the meaning of Section 409A), any payment hereunder that is considered deferred compensation under Section 409A and that is payable on account of your separation from service (and that would otherwise be paid prior to the six-month anniversary of such separation) shall be delayed (the “Section 409A Delay”) until the earlier of your death or the six-month anniversary of such separation from service and shall then be promptly paid, together with interest for the period of delay, compounded annually, equal to a rate equal to the applicable federal short-term rate in effect under Section 1274(d) of the Code as determined for the month in which your separation from service occurs. All COBRA Reimbursements shall (subject to the Section 409A Delay) be made within 30 days following the date on which you incur the expense but no later than December 31st of the year following the year in which you incur the related expense, provided that in no event shall the reimbursements or in-kind benefits to be provided by the Company in accordance with Section 409A one taxable year affect the amount of the Code, and the deferral of the commencement of any payments reimbursements or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 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 taxable year, other than an arrangement providing for the nor shall your right to reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not or in-kind benefits be 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 be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. The Company and the Executive intend that the payments and benefits provided for in All amounts payable under this Agreement either be exempt are intended to comply with the “short term deferral” exception from Section 409A of specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision) or the Code“separation pay plan” exception specified in Treas. Reg. § 1.409A-1(b)(9) (or any successor provision), or both of them, and shall be provided interpreted in a manner consistent with the applicable exceptions. Notwithstanding the foregoing, to the extent that complies any amounts payable in accordance with this Agreement are subject to Section 409A, this Agreement shall be interpreted and administered in such a way as to comply with Section 409A to the maximum extent possible. Each installment payment of the Code, and any ambiguity herein compensation under this Agreement shall be interpreted so treated as to be consistent with the intent a separate payment of this compensation for purposes of applying Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 of 409A. The severance amounts described in this Agreement shall be paid or provided only at upon the time occurrence of a termination of the Executive’s employment that constitutes a an involuntary “separation from service,” from the Company within the meaning as defined in Section 409A. If payment of any amount subject to Section 409A of is triggered by a separation from service that occurs while the Code and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the Company, the Executive Employee is a “specified employee” (as defined by Section 409A), and if such amount is scheduled to be paid within six (6) months after such separation from service, the amount shall accrue without interest and shall be paid the first business day after the end of such six-month period, or, if earlier, within 15 days after the appointment of the personal representative or executor of the Employee’s estate following the Employee’s death. “Termination of employment,” “resignation” or words of similar import, as used in this Agreement shall mean, with respect to any payments subject to Section 409A, the Employee’s “separation from service” as defined by Section 409A. If any payment subject to Section 409A is contingent on the delivery of a release by Employee and could occur in either of two years, the Code payment will occur in the later year. Nothing in this Agreement or the Plan shall be construed as determined by a guarantee of any particular tax treatment to the Employee. The Employee shall be solely responsible for the tax consequences with respect to all amounts payable under this Agreement, and in no event shall the Company in accordance with have any responsibility or liability if this Agreement does not meet any applicable requirements of Code section 409A. In addition, to the extent that any Internal Revenue Service guidance issued under Section 409A would result in Executive being subject to the payment of interest or any additional tax under Section 409A, the Codeparties agree, and to the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary extent reasonably possible, to amend this Agreement in order to prevent avoid the imposition of any accelerated such interest or additional tax under Section 409A of 409A, which amendment shall have the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), whereupon the Company will pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid minimum economic effect necessary to the Executive under this Agreement during the period and shall not result in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything any additional cost to the contrary in this AgreementCompany, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements unless it agrees otherwise 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 Codeincur such cost, 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 be promptly made to the Executive following such submission, but reasonably determined 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. 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, good faith by the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidanceExecutive.

Section 409A. The Company and To the extent the Executive intend that would be subject to the payments and benefits provided for in this Agreement either be exempt from additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or as a result of any provision of this Agreement, such provision shall be provided in a manner that complies with Section 409A deemed amended to the minimum extent necessary to avoid application of such tax and preserve to the Codemaximum extent possible the original intent and economic benefit to the Executive and NAI, and the parties shall promptly execute any ambiguity herein shall be interpreted so as amendment reasonably necessary to be consistent with the intent implement this Section. (a) For purposes of this Section 9.6. Notwithstanding anything contained herein to the contrary409A, all payments and benefits under Section 5.3 of this Agreement shall be paid or provided only at the time of a termination of the Executive’s employment right to receive installment payments pursuant to this Agreement including, without limitation, each severance payment and COBRA continuation reimbursement shall be treated as a right to receive a series of separate and distinct payments. (b) The Executive will be deemed to have a Date of Termination for purposes of determining the timing of any payments or benefits hereunder that constitutes are classified as deferred compensation only upon a “separation from service” from the Company within the meaning of Code Section 409A 409A. (c) Notwithstanding any other provision of this Agreement to 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)). Furthercontrary, if at the time of the Executive’s termination of employment with the Companyseparation from service, (i) the Executive is a “specified employee” as defined employee (within the meaning of Section 409A and using the identification methodology selected by NAI from time to time), and (ii) NAI makes a good faith determination that an amount payable on account of such separation from service to the Executive 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 (“the Delay Period”), then NAI will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period (or upon the Executive’s death, if earlier), together with interest for the period of delay, compounded annually, equal to the applicable Federal rate for short-term instruments) in effect as of the dates the payments should otherwise have been provided. To the extent that any benefits to be provided during the Delay Period is considered deferred compensation under Code as determined Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, the Executive shall pay the cost of such benefit during the Delay Period, and NAI shall reimburse the Executive, to the extent that such costs would otherwise have been paid by NAI or to the Company extent that such benefits would otherwise have been provided by NAI at no cost to the Executive, NAI’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by NAI in accordance with Section 409A the procedures specified herein. (d) 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 NAI. (e) All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the Code, and taxable year following the deferral of taxable year in which such expenses were incurred by the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of Executive (provided that if any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided reimbursements constitute taxable income to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in paid no event later than December 31st March 15th of the calendar year following the calendar year in which the expense was expenses to be reimbursed were incurred. In ), and 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. (f) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be subject to offset, counterclaim or recoupment by any other amount payable to the Executive unless otherwise permitted by Code Section 409A. (g) Unless this Agreement provides a specified and objectively determinable payment schedule to the contrary, to the extent that any payment of base salary or other compensation is to be paid for a specified continuing period of time beyond the date of the Executive’s termination of employment in accordance with NAI’s payroll practices (or other similar term), the payments of such base salary or other compensation shall be made on a monthly basis. (h) To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by the Executive of a release of claims, the Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of the Executive’s termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: (i) To the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Executive’s termination of employment. (ii) To the extent any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60) day following the Release Effective Date. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Executive’s termination of employment. NAI may provide, in its sole discretion, that Executive may continue to participate in any benefits delayed pursuant to this section during the period of such delay, provided that the Executive shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section, NAI may reimburse the Executive NAI’s share of the cost of such benefits, to the extent that such costs would otherwise have been paid by NAI or to the extent that such benefits would otherwise have been provided by NAI at no cost to the Executive, in each case had such benefits commenced immediately upon the Executive’s termination of employment. Any remaining benefits shall be reimbursed or provided by NAI in accordance with the schedule and procedures specified herein. (i) These provisions supersede prior contract provisions pertaining to Code Section 409A. (j) In the event NAI or NEWS CORP enter into change in control agreements with the named executive officers on or after the date of this Agreement, then Executive shall be entitled to the benefit of such provisions. (k) In the event it shall be determined that any reimbursement payments after December 31st payment or distribution or any part thereof of any type to or for the benefit 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. 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 whether pursuant to this Agreement or adopt any other policies agreement between Executive and NAI or procedures NEWS CORP, or any person or entity that acquires ownership or effective control of NAI or NEWS CORP or ownership of a substantial portion of the assets of NAI or NEWS CORP (including amendments, policies and procedures with retroactive effectwithin the meaning of Section 280G of the Code) whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or any other plan or agreement (the “Total Payments”), is or take any other commercially reasonable actions necessary or appropriate will be subject to (x) exempt the compensation and benefits payable under this Agreement from excise tax imposed by Section 409A 4999 of the Code and/or preserve (the intended “Excise Tax”), then the Total Payments shall be reduced to the maximum amount that could be paid to the Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”), if the net after-tax treatment payment to the Executive after reducing the Executive’s Total Payments to the Safe Harbor Cap is greater than the net after-tax (including the Excise Tax) payment to Executive without such reduction. The reduction of the compensation and benefits provided with respect amounts payable hereunder, if applicable, shall be made by reducing first the payment made pursuant to this Agreement and then to any other plan or (y) comply with the requirements agreement that triggers such Excise Tax, unless an alternative method of Section 409A reduction is elected by Executive. All mathematical determinations, and all determinations as to whether any of the Code and related Department of Treasury guidance.Total Payments are “parachute

Section 409A. The This Agreement is intended to comply with Section 409A of the Code 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 of the Code. Notwithstanding the foregoing, the Company and the Executive intend makes no representations that the payments and benefits provided for in under this Agreement either be exempt from comply with Section 409A of the CodeCode and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be provided in a manner that complies incurred by the Grantee on account of non-compliance with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with . If the intent of Company concludes that this Section 9.6. Notwithstanding anything contained herein Agreement is subject to the contraryrequirements of Section 409A, all payments and benefits under Section 5.3 of this Agreement shall be paid or provided only at neither the time of a termination nor the schedule of the Executive’s employment that constitutes payment of the pRSUs may be accelerated or subject to a “separation from service” from the Company within the meaning of further deferral except as permitted pursuant to Section 409A of the Code and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treasapplicable regulations. Reg. Section 1.409A-1(h)(1)). FurtherIn addition, if at the time Company concludes that this Agreement is subject to Section 409A, payment of the Executive’s termination of employment with the Company, the Executive is a “specified employee” as defined in Section 409A of the Code as determined by the Company pRSUs may be delayed only in accordance with Section 409A of the Code, Code and the deferral applicable regulations. Date: By: Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: President and CEO The Grantee hereby accepts the foregoing Agreement, subject to the terms and provisions of the commencement of any payments Plan and administrative interpretations thereof referred to above. [Employee Name] ▇▇▇▇▇▇▇’s Address: Goal(Each Performance Measure Shall be Allocated Equally and Individually at 50%) Threshold50% Target100% Maximum200% Relative Total Shareholder Return (rTSR) A 50% payout will be made if the Company’s rTSR for the Performance Period places it in either the Threshold, Target, or benefits otherwise payable hereunder Maximum range as a result of such termination of employment is necessary shown to the right. 20th Percentile 50th Percentile 80th Percentile Market Share A 50% payout will be made if the Company’s Market Share metric for the Performance Period places it in order either the Threshold, Target, or Maximum range as shown to prevent any accelerated or additional tax under Section 409A the right. > 0% 5% 10% Certification: No later than 90 days after the end of the CodePerformance Period, then the Company will defer Committee shall determine and certify the commencement level of attainment, if any, of the payment Performance Goals and the resulting number of any such payments pRSUs earned and vested. Payouts between performance levels will be determined based on straight line interpolation. The Committee may modify a Performance Goal, in whole or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code)part, 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive andas it deems appropriate, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements it determines that would result in taxable compensation income to the Executive. Additionally, a change in the event that following the date hereof business, operations, corporate structure or capital structure of 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, manner in which 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)conducts its business, or take any other commercially reasonable actions necessary unusual or appropriate non-recurring events or circumstances render the Performance Goal(s) to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidancebe unsuitable.

Section 409A. The Company A. This Agreement is intended to comply with section 409A of the Code and its corresponding regulations, or an exemption, and payments may only be made under this Agreement upon an event and in a manner permitted by section 409A, to the Executive intend extent applicable. Any payments that qualify for the payments and benefits provided for “short-term deferral” exception or another exception under section 409A shall be paid under the applicable exception. Notwithstanding anything in this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments if required by section 409A, if the Executive is considered a “specified employee” for purposes of section 409A and benefits if payment of any amounts under Section 5.3 of this Agreement is required to be delayed for a period of six months after separation from service pursuant to section 490A, payment of such amounts shall be delayed as required by section 409A, and the accumulated amounts shall be paid or provided only at in a lump sum payment within ten days after the time end of a termination the six-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. B. All payments to be made upon a termination of employment that constitutes under this Agreement may only be made upon a “separation from service” from the Company within the meaning under section 409A. For purposes of Section 409A of the Code and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the Company, the Executive is a “specified employee” as defined in Section 409A of the Code as determined by the Company in accordance with Section section 409A of the Code, and the deferral right to a series of the commencement of any installment payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary of time specified in this Agreement, in-(ii) the amount of expenses eligible for reimbursement, or in kind benefits and reimbursements provided under this Agreement provided, during any a calendar year shall may not affect in-the expenses eligible for reimbursement, or in kind benefits or reimbursements to be provided provided, in any other calendar year, other than an arrangement providing for (iii) the reimbursement of medical expenses referred to in Section 105(b) an eligible expense will be made no later than the last day of the Codecalendar year following the year in which the expense is incurred, and are (iv) the right to reimbursement or in kind benefits is 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 be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. The Company and This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Executive intend that Internal Revenue Code of 1986, as amended (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments and benefits provided for in to be made upon a termination of employment under this Agreement either will be exempt made upon a ‘separation from service’ under Section 409A of the Code. For purposes of Section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. In no event may the Employee, directly or be provided in a manner that complies with indirectly, designate the calendar year of payment. To the maximum extent permitted under Section 409A of the CodeCode and its corresponding regulations, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and cash severance benefits payable under Section 5.3 of this Agreement shall be paid or provided only at are intended to meet the time of a termination requirements of the Executive’s employment that constitutes a “separation from service” from the Company within the meaning of short-term deferral exemption under Section 409A of the Code and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in ‘separation pay exception’ under Treas. Reg. Section 1.409A-1(h)(1)§1.409A-1(b)(9)(iii). FurtherHowever, if such severance benefits do not qualify for such exemptions at the time of the ExecutiveEmployee’s termination of employment with and therefore are deemed as deferred compensation subject to the Company, the Executive is a “specified employee” as defined in Section 409A requirements 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then if the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that Employee is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted a “specified employee” under Section 409A of the Code)Code on the date of the Employee’s termination of employment, 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 notwithstanding any other provision of this Agreement, payment of severance under this Agreement during shall be delayed for a period of six months from 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) date 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 Employee’s termination of employment if required by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code. The accumulated postponed amount shall be paid in a lump sum payment within 10 days after the end of the six-month period. If the Employee dies during the postponement period prior to payment of the postponed amount, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements amounts withheld on account of Section 409A of the Code and related Department shall be paid to the Employee’s estate within 60 days after the date of Treasury guidancethe Employee’s death.

Section 409A. The Company and (a) This Agreement is intended to either (i) qualify for the Executive intend that the payments and benefits provided for in this Agreement either be exempt from short-term deferral exemption under Section 409A or (ii) satisfy the requirements of the CodeSection 409A. This Agreement shall be interpreted, or be provided administered and construed in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6that intent. Notwithstanding anything contained herein to the contraryforegoing, all payments and benefits under Section 5.3 if the Company determines that any provision of this Agreement shall be paid or provided only at the time Plan contravenes Section 409A or could cause the Grantee to incur any tax, interest or penalties under Section 409A, the Committee may, in its sole discretion and without the Grantee’s consent, modify such provision to (x) comply with, or avoid being subject to, Section 409A, or to avoid the incurrence of a termination any taxes, interest and penalties under Section 409A, or (y) maintain, to the maximum extent practicable, the original intent and economic benefit to the Grantees of the Executive’s employment that constitutes a “separation from service” from applicable provision without materially increasing the cost to the Company within or contravening the meaning provisions of Section 409A 409A. This Section 19 does not create an obligation of the Code Company to modify the Plan or this Agreement and does not guarantee that the regulations Performance Units will not be subject to taxes, interest and guidance promulgated thereunder penalties under Section 409A. (determined after applying b) If the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the Company, the Executive Grantee 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A and the Shares are to be settled on account of the CodeGrantee’s separation from service (for reasons other than death) and such Shares constitute “deferred compensation” as defined under Section 409A, then the Company will defer the commencement any portion of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to Shares that would otherwise be settled during the Executive) until 6-month period commencing on the date that is at least six (6) months Grantee’s separation from service shall be settled as soon as practicable following the Executive’s termination conclusion of employment with the Company 6-month period (or following the earliest date permitted under Section 409A of Grantee’s death if it occurs during such 6-month period). (c) Notwithstanding anything in this Agreement to contrary, in the Codeevent the Shares remain outstanding following the Grantee’s “separation from service” as defined in Treas. Reg. § 1.409A-1(h), whereupon and settle on or after the Company will pay Vesting Date, 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 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 Shares shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in settle no event later than December 31st 31 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. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidanceVesting Date occurs.

Section 409A. The (a) This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and any regulations and Treasury guidance promulgated thereunder (“Section 409A”). To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that no payments due under this Agreement will be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. If the Company’s outside legal counsel advises the Company that any provision of this Agreement would cause the Executive to incur an additional tax, penalty or interest under Section 409A, the Company and the Executive intend that will use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the payments and benefits provided for in this Agreement either be exempt from maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A or causing the imposition of such additional tax, penalty or interest under Section 409A of the Code. (b) For purposes of Section 409A, or be provided in the right to a manner that complies with Section 409A series of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all installment payments and benefits under Section 5.3 of this Agreement shall will be paid treated as a right to a series of separate payments. In no event may the Executive, directly or provided only at indirectly, designate the time calendar year of a termination any payment. (c) “Termination of employment,” “resignation,” or words of similar import, as used in this Agreement, mean, for purposes of any payments under this Agreement that are payments of deferred compensation subject to Section 409A, the Executive’s employment that constitutes a “separation from service” from the Company within the meaning of as defined in Section 409A 409A. (d) Any reimbursement or in-kind benefit is subject to all of the Code following conditions: (i) any amount provided in one taxable year has no effect on the amount eligible to be provided in another taxable year, unless permitted under Section 409A; (ii) any reimbursement will be made no later than the end of the year after the year in which the expense is incurred; and (iii) the regulations and guidance promulgated thereunder right to any amount cannot be liquidated or exchanged for another benefit. (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time e) If a payment obligation under this Agreement arises on account of the Executive’s termination of employment with the Company, separation from service while the 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 employment is necessary in order to prevent any accelerated or additional tax under Section 409A of and determined in good faith by the CodeCompany), then the Company will defer the commencement of the any payment of any such payments or benefits hereunder “deferred compensation” (without any reduction in payments or benefits ultimately paid or provided as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the Executiveexemptions in Treasury Regulation Sections 1.409A-1(b)(3) until the date through (b)(12)) that is at least scheduled to be paid six (6) months following after such separation from service will accrue without interest and will be paid within earlier of (i) fifteen (15) days after the end of the six-(6) month period beginning on the date of such separation from service or, if earlier, within fifteen (15) days after the appointment of the personal representative or executor of the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), 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 payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive estate 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. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidancehis death.

Section 409A. The Company and (a) Notwithstanding the Executive intend that the payments and benefits provided for in this Agreement either be exempt from foregoing, if required by Section 409A of the Code, or if any amounts payable upon separation from service are considered “deferred compensation” under Section 409A, payment of such amounts will be provided in a manner that complies postponed as required by Section 409A, and the postponed amounts will be paid, with accrued interest as described below, on the first monthly payroll date occurring after six (6) months following the Effective Date of Termination. If the Executive dies during the postponement period, any amounts postponed on account of Section 409A of the Code, and any ambiguity herein shall be interpreted so with accrued interest as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrarydescribed below, all payments and benefits under Section 5.3 of this Agreement shall be paid or provided only at to the time of a termination personal representative of the Executive’s employment that constitutes a “separation from service” from 's estate within sixty (60) days after 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)). Further, if at the time date of the Executive’s termination 's death. If payment of employment with the Companyany amounts under this Agreement is required to be delayed pursuant to Section 409A, the Executive is Company shall pay interest on the postponed payments from the date on which the amounts otherwise would have been paid to the date on which such amounts are paid at a “specified employee” as defined in Section 409A market rate of the Code interest, as determined by the Company in accordance Committee. (b) This Agreement is intended to comply with the requirements of Section 409A of the Code, and, specifically, the separation pay exemption and short term deferral exemption of Section 409A, and shall in all respects be administered and interpreted in accordance with Section 409A. If any payment or benefit cannot be provided or made at the deferral of time specified herein without incurring sanctions on the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax Executive under Section 409A of the Code, then such benefit or payment shall be provided in full at the Company earliest time thereafter when such sanctions will defer not be imposed. Notwithstanding anything in the commencement Agreement to the contrary, distributions may only be made under the Agreement upon an event and in a manner permitted by Section 409A of the payment of any such Code or an applicable exemption. All payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s be made upon a termination of employment with the Company (or the earliest date permitted under this Agreement may only be made upon a “separation from service” under Section 409A. For purposes of Section 409A of the Code), whereupon the Company will pay the Executive right to a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive series of installment payments under this Agreement during shall be treated as a right to a series of separate payments, and each payment under this Agreement shall be treated as a separate payment. In no event may the period in which such payments Executive, directly or benefits were deferred. Thereafterindirectly, payments will resume in accordance with designate the calendar year of any payment to be made under this Agreement. Notwithstanding anything to the contrary in this Agreement, . (c) All reimbursements and in-kind benefits and reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during any calendar year shall not affect the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or reimbursements in-kind benefits to be provided provided, in any other calendar year, other than an arrangement providing for (iii) the reimbursement of medical expenses referred to in Section 105(b) an eligible expense will be made on or before the last day of the Codecalendar year following the year in which the expense is incurred, and are (iv) the right to reimbursement or in-kind benefits is 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 be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. The Company Executive and the Executive intend Company acknowledge that each of the payments and benefits provided for in promised to the Executive under this Agreement letter must either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent comply with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 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 requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (determined after applying together, “Code Section 409A”) or qualify for an exception from compliance. This letter shall be construed and administered in such manner as shall be necessary to effect compliance with, or an exemption from, Code Section 409A; provided, the presumptions set forth preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this letter. With respect to payments under this letter, for purposes of Code Section 409A, each payment will be considered as one of a series of separate payments. The Executive and the Company further agree that, to the extent not otherwise exempt, the termination benefits described in Treas. Reg. this agreement are intended to be exempt from Code Section 1.409A-1(h)(1)409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or as payments pursuant to a separation pay plan pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). Further, if at the time If a payment obligation under this letter arises on account of the Executive’s termination of employment and if such payment obligation is considered “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)), the payment shall be paid only in connection with the Company, Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)). If a payment obligation under this letter arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined in under Treasury Regulation Section 409A of the Code as determined by the Company in accordance with Section 409A of the Code1.409A-1(h)), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder “deferred compensation” (without any reduction in payments or benefits ultimately paid or provided as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the Executiveexemptions in Treasury Regulation Sections 1.409A-1(b)(3) until the date through (b)(12)) that is at least scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh (7th) month beginning after the date of the Executive’s separation from service or, if earlier, within fifteen (15) days after the appointment of the personal representative or executor of the Executive’s estate following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), whereupon the Company will pay the Executive a lump-sum amount equal death solely to the cumulative amounts that would have otherwise been previously paid extent such a delay is required to avoid the Executive imposition of excise taxes under this Agreement during the period in which such payments Code Section 409A. With respect to any reimbursement of expenses of, or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, any provision of in-kind benefits and reimbursements provided to, the Executive, as specified under this Agreement during any calendar letter, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits or reimbursements to be provided in any other calendar taxable year, other than an except for any medical reimbursement arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, if any; (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and are (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything If any provision of this letter or any payment made hereunder fails to meet the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st requirements 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. 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 Code Section 409A of the Code409A, the Company shall have no liability for any tax, penalty or interest imposed on the Executive by Code Section 409A, and the Executive shall work together to adopt have no recourse against the Company for payment of any such amendments to this Agreement or adopt other policies or procedures (including amendmentstax, policies and procedures with retroactive effect)penalty, or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from interest imposed by Code Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.409A.