Common use of Section 409A Clause in Contracts

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 during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.

Section 409A. (a) a. This Agreement is intended to comply with Section 409A of the Code, as amended (“Section 409A”) and shall be interpreted to avoid construed accordingly. It is the imposition intention of any additional taxes the parties that payments or benefits payable under Code section 409A. If any payment or benefit canthis Agreement not be provided subject to the additional tax or made at interest imposed pursuant to Section 409A. To the time specified herein without incurring additional taxes under Code section extent such potential payments or benefits are or could become subject to Section 409A, then 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 benefit tax or payment shall be provided in full at the earliest time thereafter when such sanctions will not be interest being imposed. The preceding provisions; provided, however, that no such amendment shall not 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 construed as a guarantee by the Company of any particular tax effect to Executive made under this Agreement. For purposes Agreement would be subject to additional taxes and interest under ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ in its sole discretion may accelerate some or all of Code section 409Aa payment otherwise payable under the Agreement to the time at which such amount is includible in the income of Executive, each 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 made under this Agreement shall be treated as made at a separate 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 (ii) a payment that would otherwise not be subject to additional taxes and the interest under Section 409A. d. The right to a series of installment payments under each payment described in this Agreement shall be treated as a right to a series of separate payments. In no event may payments and a separately identifiable payment for purposes of Section 409A. e. For purposes of Section 6 of this Agreement, “termination” (or any similar term) when used in reference to Executive’s employment shall mean “separation from service” with Heska within the Executivemeaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder, directly or indirectlyand Executive shall be considered to have terminated employment with Heska when, designate and only when, Executive incurs a “separation from service” with Heska within the calendar year meaning of paymentSection 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder. (bf. If Executive qualifies as a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions Code and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if would receive any payment of the Excess Amount under this Agreement is required to be delayed for a period of sooner than six (6) months after Executive’s separation from service that, absent the application of this Section 19(f), would be subject to additional tax imposed pursuant to Code section 409ASection 409A as a result of such status as a specified employee, then notwithstanding anything in this Agreement to such payment shall instead be payable on the contrary, payment date that is the earliest of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10i) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the months after Executive’s estate within sixty separation from service, (60ii) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, or (iii) such other date as determined by the Board, will not result in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.such payment being subject to such additional tax.

Section 409A. (ai) This Agreement shall be interpreted Notwithstanding anything to avoid the imposition contrary in this Agreement, if Executive is a “specified employee” within the meaning of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made Section 409A at the time specified herein without incurring additional taxes under Code section 409Aof Executive’s termination, then such benefit or payment shall be provided in full at then, if required, 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 severance and benefits payable to Executive pursuant to this Agreement (other than due to death), if any, and any other severance payments or separation benefits which may be considered deferred compensation under this AgreementSection 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. For purposes of Code section 409AAll 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 shall be treated that qualifies as a separate payment and the right to a series of installment payments under this Agreement shall be treated made as a right result of an involuntary separation from service pursuant to a series Section 1.409A-1(b)(9)(iii) of separate payments. In no event may the Executive, directly or indirectly, designate Treasury Regulations that does not exceed the calendar year Section 409A Limit (as defined below) will not constitute Deferred Compensation Separation Benefits for purposes of paymentclause (i) above. (biii) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement The foregoing provisions are intended to comply with the ‘short-term deferral exception’ requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Treas. Reg. §1.409A-1(b)(4)Section 409A, and any remaining amount is intended ambiguities herein will be interpreted to comply with so comply. Executive and the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable Company agree to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject work together in good faith to the requirements of Code section 409A, then such amount shall hereinafter be referred consider amendments 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 and to be delayed for a period take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period any additional tax or income recognition prior to the actual payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” Executive under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and Section 409A.

Section 409A. (a) This Notwithstanding the applicable provisions of this Agreement regarding timing of distribution of payments, the following special rules shall be interpreted apply in order for this Agreement to avoid comply with Internal Revenue Code Section 409A (“IRC §409A”): (i) to the imposition extent any distribution is to a “specified employee” (as defined under IRC §409A) and to the extent such applicable provisions of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at IRC §409A require a delay of such distributions by a six (6) month period after the time specified herein without incurring additional taxes under Code section 409Adate of such Employee’s separation of service with the Company, 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 provisions of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated construed and interpreted as requiring a separate payment six month delay in the commencement of such distributions thereunder, and (ii) in the right to a series of event there are any installment payments under this Agreement that are required to be delayed by a six month period in order to comply with IRC §409A, the monthly installments that would have been paid during such six month delay shall be treated as accumulated and paid to the Employee in a right single lump sum within five (5) business days after the end of such six month delay, and (iii) the Company shall not have the discretion to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of paymentprepay any installment payments otherwise provided under this Agreement. (b) To In the maximum event that Employee is required to execute a release to receive any payments from the Company that constitute nonqualified deferred compensation under IRC §409A, payment of such amounts shall not be made or commence until the sixtieth (60th) day following such termination of employment. Any payments that are suspended during the sixty (60) day period shall be paid on the date the first regular payroll is made immediately following the end of such period. (c) For purposes of this Agreement, any reference to “termination” of Employee’s employment shall be interpreted consistent with the meaning of the term “separation from service” in IRC §409A(a)(2)(A)(i) and any amount payable upon termination of employment which constitutes “nonqualified deferred compensation” under IRC §409A shall not be paid to Employee prior to the date such Employee incurs a separation from service under IRC §409A(a)(2)(A)(i). In addition, to the extent permitted of any compliance issues under Code section IRC §409A, the cash severance payments payable under this Agreement are intended shall be construed in such a manner so as to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and requirements of such provision so as to avoid 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 adverse tax consequences to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess AmountEmployee.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.

Section 409A. The Executive and the Company acknowledge that each of the payments and benefits promised to the Executive under this Agreement must either comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (atogether, “Code Section 409A”) or qualify for an exception from compliance. 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 construed and administered in such benefit or payment manner as shall be provided in full at necessary to effect compliance with, or an exemption from, Code Section 409A; provided, the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, 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. For With respect to payments under this Agreement, for purposes of Code section Section 409A, each payment under this Agreement shall will be treated considered as a separate payment and the right to a series one of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may The Executive and the ExecutiveCompany further agree that, directly or indirectly, designate to the calendar year of payment. (b) To the maximum extent permitted under Code section 409Anot otherwise exempt, the cash severance termination benefits described in this agreement are intended to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or as payments payable pursuant to a separation pay plan pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). If a payment obligation under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following arises on account of the Executive’s termination date that does not qualify within either 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 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 foregoing exceptions and is deemed Executive’s “separation from service” (as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “key specified employee” of a publicly traded corporation (as defined under section 409A at the time of his separation from service and if Treasury Regulation Section 1.409A-1(h)), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the Excess Amount under this Agreement exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is required scheduled to be delayed for a period of paid within six (6) months after such separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, accrue without interest and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after on the end first day of the six seventh (67th) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days beginning after the date of the Executive’s death. A “key employee” shall mean an employee whoseparation from service or, at any time during if earlier, within fifteen (15) days after the 12-month period ending on appointment of the identification date, personal representative or executor of the Executive’s estate following the Executive’s death solely to the extent such a delay is a “specified employee” required to avoid the imposition of excise taxes under Code section 409ASection 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as determined by specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the Boardfollowing 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 provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in its sole discretion. The determination Section 105(b) of key employeesthe Code, including if any; (ii) the number and identity reimbursement of persons considered key employees and the identification date, an eligible expense shall be made by no later than the Board end of the year after the year in accordance with which such expense was incurred; and (iii) the provisions of Code sections 416(i) and 409A.right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Section 409A. (a) This Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations thereunder (“Section 409A”), and shall in all respects be interpreted administered in accordance with Section 409A. Notwithstanding anything in this Agreement to avoid the imposition 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 any additional taxes severance benefits would otherwise be accelerated under Code section 409A. If any payment or benefit canthis Agreement and paid in a lump sum upon a Change of Control, and such Change of Control is not be provided or made at the time specified herein without incurring additional taxes a “change in control event” under Code section 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, severance payments shall not be construed as a guarantee by accelerated and shall instead be paid on the Company of any particular tax effect to Executive regularly scheduled payment date. Severance benefits provided under this AgreementAgreement 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 Code section Section 409A, each payment under this Agreement hereunder shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In 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. (b) To , 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 maximum later taxable year. If and to the extent permitted under Code section 409A, the cash severance payments payable that reimbursements or other in-kind benefits under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either constitute “nonqualified deferred compensation” for purposes of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section Section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12reimbursements or other in-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, kind benefits shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(i) 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) This Agreement shall is intended to comply with, or be interpreted exempt from, Code Section 409A (to avoid the imposition extent applicable) and the parties hereto agree to interpret this Agreement in the least restrictive manner consistent therewith. Without limiting the generality of any additional taxes under Code section 409A. If any payment the foregoing, severance pay pursuant to Sections 7(d) or benefit cannot be provided (e) 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 Section 10 constitute separate payments for purposes of Code section 409ASection 1.409A-2(b)(2) of the Treasury Regulations and thus, each payment under this Agreement shall be treated as a separate payment and to the right to a series extent of installment payments under this Agreement shall be treated as a right to a series made from the date of separate payments. In no event may the termination of Executive, directly or indirectly, designate ’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 payment. (bthe Treasury Regulations. To the extent that severance payments or benefits are made following said March 15, they are intended to be payable upon an “involuntary separation from service” pursuant to Section 1.409A-1(b)(9)(iii) To of the Treasury Regulations, to the maximum extent permitted by said provision. Notwithstanding any other provisions of this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement or otherwise would be subject to additional tax under Code section Section 409A if such payment or benefit is paid within six (6) months after Executive’s “separation from service” (within the meaning of Code Section 409A, 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)(iiithen such payment or benefit shall not be paid (or commence) or any successor provision; provided, however, any amount payable to the Executive during the six-month period immediately following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service 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 if which would have incurred such additional tax under Code Section 409A shall instead be paid to Executive in a lump-sum cash payment on the earlier of (i) the first regular payroll date of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after seventh month following Executive’s separation from service pursuant or (ii) the 10th business day following Executive’s death (but not earlier than such payments otherwise would have been made). In addition, no reimbursement or in-kind benefit shall be subject to Code section 409Aliquidation or exchange for another benefit and the amount available for reimbursement, then notwithstanding or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which Executive is entitled hereunder shall be made no later than the last day of the calendar year following the calendar year in which such expenses were incurred. Notwithstanding anything in this Agreement herein to the contrary, payment neither the Company nor any of such amount its affiliates shall have any liability to Executive or to any other person or entity if the payments and benefits provided in this Agreement that are intended to be delayed as required by exempt from or compliant with Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.are not so exempt or compliant.

Section 409A. (a) This The compensation and benefits under this Agreement shall 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, “Section 409A”), and this Agreement will 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. a manner consistent with that intent. (b) The preceding provisions, however, shall not be construed as a guarantee by the Company FII of any particular tax effect to the Executive under this Agreement. For purposes of Code section 409A, each FII shall not be liable to the Executive for any payment made under this Agreement shall be treated as a separate that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment and the right to a series of installment payments 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, the date that the Executive first incurs a “separation from service” within the meaning of Section 409A. (d) To the extent any reimbursement provided under this Agreement is includable in the Executive’s income, such reimbursements shall be treated as paid to the Executive not later than December 31st of the year following the year in which the Executive incurs the expense and the amount of reimbursable expenses provided in one year shall not increase or decrease the amount of reimbursable expenses to be provided in a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of paymentsubsequent year. (be) To Notwithstanding anything in this Agreement to the maximum extent permitted under Code section contrary, if at the time of the Executive’s separation from service with FII the Executive is a “specified employee” as defined in Section 409A, the cash severance payments and any payment payable under this Agreement are intended as a result of such separation from service is required to comply be delayed by six months pursuant to Section 409A, then FII will make such payment on the date that is six months following the Executive’s separation from service with FII. The amount of such payment will equal the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with sum of the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable payments that would have been paid to the Executive during the six-month period immediately following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if had the payment commenced as of the Excess Amount such date. Each payment under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed designated as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employeeseparate payment” under Code section 409A, as determined by within the Board, in its sole discretion. The determination meaning of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and Section 409A.

Section 409A. The Company and Executive each hereby affirm that it is their mutual view that the provision of payments and benefits described or referenced herein are exempt from or in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (a“Section 409A”) This Agreement and that each party’s tax reporting shall be interpreted to avoid completed in a manner consistent with such view. The Company and Executive each agree that upon the imposition Separation Date, Executive will experience a “separation from service” for purposes of any additional taxes Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception 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 Section 409A shall be provided in full at paid under 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 Agreementapplicable exception. For purposes of Code section the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and the right benefits that would otherwise be provided pursuant 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 during the six-month period immediately following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his Separation Date separation from service shall instead be paid on the first business day after the date that is six months following the Separation Date (or death, if earlier). Notwithstanding anything to the contrary in this Agreement, all reimbursements and if payment of the Excess Amount in-kind benefits provided under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(iSection 409A, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Neither the Company nor its affiliates shall be liable in any manner for any federal, 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 payment of any compensation or benefits hereunder or the inclusion of any such compensation or benefits or the value thereof in Executive’s income. Executive acknowledges and agrees that the Company shall not be responsible for any additional taxes or penalties resulting from the application of Section 409A.

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 well as a separate payment payments 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 benefits under this Agreement are intended to comply with be exempt from, or to the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4)extent subject thereto, and any remaining amount is intended to comply with Section 409A of the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; providedInternal Revenue Code of 1986, howeveras amended (“Section 409A”), any amount payable and, accordingly, to the Executive during maximum extent permitted, this Agreement shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the six-month period following contrary, the Executive’s termination date Limited Partner shall not be considered to have terminated employment with the Partnership for purposes of any payments under this Agreement which are subject to Section 409A until the Limited Partner has incurred a “separation from service” from the Partnership within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A and any payments described in this Agreement that does not qualify are due within either the “short term deferral period” as defined in Section 409A of the foregoing exceptions and is deemed Code shall not be treated as deferred compensation subject unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the requirements of Code section contrary, to the extent required in order to avoid an accelerated or additional tax under Section 409A, then such amount shall hereinafter amounts that would otherwise be referred payable and benefits that would otherwise be provided pursuant to as this Agreement during the ‘Excess Amount.’ If six (6)-month period immediately following the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his Limited Partner’s separation from service and if payment of shall instead be paid on the Excess Amount under this Agreement first business day after the date that is required to be delayed for a period of six (6) months after following the Limited Partner’s separation from service pursuant (or, if earlier, the Limited Partner’s date of death). To the extent required to Code section avoid an accelerated or additional tax under Section 409A, then notwithstanding anything in this Agreement amounts reimbursable to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A Limited Partner shall be paid to the personal representative Limited Partner on or before the last day of the Executive’s estate within sixty (60) days after year following the date of year in which the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees expense was incurred and the identification date, shall be made by amount of expenses eligible for reimbursement (and in kind benefits provided to the Board Limited Partner) during one year may not affect amounts reimbursable or provided in accordance with the provisions of Code sections 416(i) and 409A.any subsequent year.

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 well as a separate payment payments 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 benefits under this Agreement are intended to comply with be exempt from, or to the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4)extent subject thereto, and any remaining amount is intended to comply with Section 409A of the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; providedInternal Revenue Code of 1986, howeveras amended (“Section 409A”), any amount payable and, accordingly, to the Executive maximum extent permitted, this Agreement shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, the Limited Partner shall not be considered to have terminated employment with the Partnership for purposes of any payments under this Agreement which are subject to Section 409A until the Limited Partner has incurred a “separation from service” from the Partnership within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid an accelerated or additional tax 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 the ExecutiveLimited Partner’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of shall instead be paid on the Excess Amount under this Agreement first business day after the date that is required to be delayed for a period of six (6) months after following the Limited Partner’s separation from service pursuant (or, if earlier, the Limited Partner’s date of death). To the extent required to Code section avoid an accelerated or additional tax under Section 409A, then notwithstanding anything in this Agreement amounts reimbursable to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A Limited Partner shall be paid to the personal representative Limited Partner on or before the last day of the Executive’s estate within sixty (60) days after year following the date of year in which the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees expense was incurred and the identification date, shall be made by amount of expenses eligible for reimbursement (and in kind benefits provided to the Board Limited Partner) during one year may not affect amounts reimbursable or provided in accordance with the provisions of Code sections 416(i) and 409A.any subsequent year.

Section 409A. (a) This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the imposition Internal Revenue Code of any additional taxes under Code section 409A. 1986, as amended (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes sanctions under Code section 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 All payments to be construed as made upon a guarantee by the Company termination of any particular tax effect to Executive employment under this AgreementAgreement will be made upon a “separation from service” under Section 409A of the Code. For purposes of Code section 409ASection 409A of the Code, each payment made 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 paymentspayment. In no event may the ExecutiveEmployee, directly or indirectly, designate the calendar year of payment. (b) . To the maximum extent permitted under Section 409A of the Code section 409Aand its corresponding regulations, the cash severance payments benefits payable under this Agreement are intended to comply with meet the ‘requirements of the short-term deferral exception’ exemption under Treas. Reg. §1.409A-1(b)(4), Section 409A of the Code 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, however, any amount payable to if such severance benefits do not qualify for such exemptions at the Executive during time of the six-month period following the ExecutiveEmployee’s termination date that does not qualify within either of the foregoing exceptions employment and is therefore are deemed as deferred compensation subject to the requirements of Code section 409ASection 409A of the Code, then such amount shall hereinafter be referred to as if the ‘Excess Amount.’ If the Executive Employee is a “key specified employee” under Section 409A of a publicly traded corporation under section 409A at the time Code on the date of his separation from service and if the Employee’s termination of employment, notwithstanding any other provision of this Agreement, payment of the Excess Amount severance under this Agreement is required to shall be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment date of such amount shall be delayed as the Employee’s termination of employment if required by Code section 409A, and 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 Executive Employee dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A of the Code shall be paid to the personal representative of the ExecutiveEmployee’s estate within sixty (60) days after the date of the ExecutiveEmployee’s death. A “key employee” shall mean an employee who, at any time during the 12All reimbursements and in-month period ending on the identification date, is a “specified employee” kind benefits provided under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, this Agreement shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(iSection 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and 409A.(iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. (a) This Agreement shall be interpreted The parties intend that the compensation and benefits 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 exempt from or compliant with the requirements of Code Section 409A of the Code and the right to a series of installment payments under this Agreement shall be treated as interpreted and applied in a right manner consistent with such intent. Notwithstanding anything in this Agreement to a series the contrary, if payment 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 any amounts under this Agreement are intended would be subject to comply with additional taxes and interest under Code Section 409A because the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4)timing of such payments is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, and then any remaining amount is intended such payments 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 which Executive would otherwise be entitled during the six-month period first six months following the Executive’s termination date of his Termination of Employment shall be accumulated and paid on the second business day that does not qualify within either 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 foregoing exceptions and is deemed as deferred compensation Code without being subject to the requirements of Code section 409Asuch additional taxes and interest. Further, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment 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 amount 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 as required by Code section 409Adelayed; however, Executive shall pay to Company, at the time or times such benefits are provided, the fair market value of such benefits, and the accumulated postponed amount Company shall be paid in a lump sum payment reimburse Executive for any such payments on or within ten (10) days after following the end expiration of the six (6) such six-month period. If the Executive dies during the postponement period prior hereby agrees to the payment be bound by Company’s determination of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a its “specified employeeemployees” under (as such term is defined in Code section Section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board ) in accordance with any of the methods permitted under the regulations issued under Code Section 409A of the Code, which shall be determined annually by the Company. The Company makes no representation or warranty and shall have no liability to Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Code sections 416(i) and 409A.Section 409A but do not satisfy an exemption from, or the conditions of, such section.

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 Award is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii“short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) or any successor provision; providedand, however, any amount payable to the Executive during maximum extent permitted, this Agreement shall be construed and administered consistent with such intent. Notwithstanding anything contained herein to the six-month period following contrary, if the Executive’s termination date that does not qualify within either Award fails to satisfy the requirements of the foregoing exceptions short-term deferral rule and is otherwise not exempt from, and therefore deemed as 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 requirements of Code section 409Acontrary, then such amount shall hereinafter be referred to as if the ‘Excess Amount.’ If the Executive Grantee is a “key specified employee” (within the meaning set forth Section 409A(a)(2)(B)(i) of a publicly traded corporation under section 409A at the time Code) as of his 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 if payment will instead be issued in a lump sum on the date that is six months and one day after the date of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant (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 Code section 409Aavoid the imposition of taxation in respect of the Shares under Section 409A. A termination of employment or service shall not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts that are considered deferred compensation under Section 409A upon or following a termination of employment or service, then notwithstanding anything unless such termination is also a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) and the 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 Award is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). 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 Grantee on account of Section 409A. (b) In the event that the Company determines that any amounts payable hereunder may be taxable to the Grantee under 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 provided by the Restricted Stock Units and this Agreement. (c) Notwithstanding any provision of this Agreement to the contrary, payment 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 and the terms of the Restricted Stock Units as the Company deems necessary or desirable to avoid the imposition of taxes 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 amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.taxes or penalties.

Section 409A. (a) This Notwithstanding any other provision of the Plan, this Agreement or the Grant Notice, the Plan, this Agreement and the Grant Notice shall be interpreted in accordance with, and incorporate the terms and conditions required by, 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 Grant Date, “Section 409A”). The Board (or any Committee to avoid which administration of the imposition Plan has been delegated by the Board) may, in its discretion, adopt such amendments to the Plan, this Agreement or the Grant Notice or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other 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 comply with the requirements of Section 409A. (b) This Agreement is not intended to provide for any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at deferral of compensation subject to Section 409A of the time specified herein without incurring additional taxes under Code section 409ACode, then such benefit or payment and, accordingly, the Shares issuable pursuant to the RSUs and the cash issuable upon settlement of Dividend Equivalents corresponding thereto shall be provided 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 full at which such RSUs are no longer subject to a substantial risk of forfeiture, and (ii) the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by 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 particular tax effect to Executive under this Agreement. Treasury Regulations and other guidance issued thereunder. (c) For purposes of Section 409A of the Code section 409A(including, without limitation, for purposes of Treasury Regulation 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 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 distinct payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.

Section 409A. (a) This Award Agreement shall be interpreted in accordance with the requirements of Section 409A of the Code. Notwithstanding any provision in this Award Agreement to avoid the imposition contrary, if a payment is deemed to be deferred compensation subject to the requirements of any additional taxes Section 409A of the Code, such payment may only be made under Code section 409A. this Award Agreement upon an event and in a manner permitted by Section 409A of the Code. If any a payment or benefit canis not be provided or made at by the time specified herein without incurring additional taxes designated payment date under Code section 409Athis Award Agreement, then such benefit or the payment shall be provided made by December 31 of the calendar year in full at which 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 paymentsdesignated date occurs. In no event may the ExecutiveParticipant, directly or indirectly, designate the calendar year of payment. A termination of service shall not be deemed to have occurred for purposes of any provision of this Award Agreement providing for the payment of any amounts or benefits upon or following a termination of service that are considered “nonqualified deferred compensation” under Section 409A of the Code unless such termination is also a “separation from service” within the meaning of Section 409A of the Code 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. (b) To ” Notwithstanding anything to the maximum extent permitted under Code section 409Acontrary in this Award Agreement, 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 no amounts payable to the Executive during Participant under this Award Agreement shall be paid to the sixParticipant prior to the expiration of the 6-month period following the ExecutiveParticipant’s termination date “separation from service” if the Company determines that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then paying 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 amounts at the time or times indicated in this Award Agreement would be a prohibited distribution under Section 409A(a)(2)(b)(i) of his separation from service and if the Code. If the payment of any such amounts is delayed as a result 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 409Aprevious sentence, then notwithstanding anything in this Agreement to on the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after first day following the end of the six (such 6) -month period. If , the Executive dies during Company shall pay the postponement period prior Participant a lump-sum amount equal to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid cumulative amount that would have otherwise been payable to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time Participant during the 12such 6-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.period.

Section 409A. (a) This Agreement shall be interpreted Notwithstanding anything 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 contrary 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 , if Employee is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code section 409Aof 1986, each payment under this Agreement shall be treated as a separate payment and amended (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“Code”), and the final regulations and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iiiguidance promulgated thereunder (“Section 409A”) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of Employee’s termination (other than due to death), then the Excess Amount severance benefits payable to Employee under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409AAgreement, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409Aif any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the accumulated postponed amount shall be paid in a lump sum payment “Deferred Compensation Separation Benefits”) otherwise due to Employee on or within ten (10) days after the end of the six (6) month periodperiod 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 Executive’s termination of employment. If All subsequent payments, if any, shall be payable in accordance with the Executive payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies during the postponement period following his or her termination but prior to the payment six month anniversary of the postponed amounthis or her date of termination, the amounts withheld on account of section 409A then any payments delayed in accordance with this paragraph shall be paid to the personal representative of the Executive’s estate within sixty (60) days payable in a lump sum as soon as administratively practicable after the date of the ExecutiveEmployee’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number death and identity of persons considered key employees and the identification date, all other Deferred Compensation Separation Benefits shall be made by the Board payable in accordance with the provisions payment schedule applicable to each payment or benefit. (b) It is the intent of Code sections 416(i) this Agreement to comply with the requirements of Section 409A so that none of the severance payments and 409A.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 any additional tax or income recognition under Section 409A prior to actual payment to Employee.

Section 409A. (a) This Agreement is intended to meet, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and interpretive guidance promulgated thereunder (collectively, “Section 409A”), with respect to amounts subject thereto, and shall be interpreted and construed consistent with that intent. No expenses eligible for reimbursement, or in-kind benefits to avoid be provided, during any calendar year shall affect the imposition amounts eligible for reimbursement in any other calendar year, to the extent subject to the requirements 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 Section 409A, then and no such benefit right to reimbursement or payment right to in-kind benefits 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 subject to liquidation or exchange for any particular tax effect to Executive under this Agreementother benefit. For purposes of Code section Section 409A, each payment in a series of installment payments provided under this Agreement shall be treated as a separate payment and the right payment. Any payments to a series of installment payments be made under this Agreement upon a termination of employment shall only be treated as made upon 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 “separation from service” under Code section 409A, the cash severance payments Section 409A. If amounts payable under this Agreement are intended to comply with do not qualify for exemption from Section 409A at the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the time of Executive’s termination date that does not qualify within either of the foregoing exceptions separation from service and is therefore are deemed as deferred compensation subject to the requirements of Code section 409ASection 409A on the date of such separation from service, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the if Executive is a “key specified employee” under Section 409A on the date of a publicly traded corporation under section 409A at the time of his Executive’s separation from service and if service, payment of the Excess Amount under this Agreement is required to amounts hereunder shall be delayed for a period of six (6) months after from the date of Executive’s separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as if required by Code section 409A, and the Section 409A. The accumulated postponed amount shall be paid in a lump sum payment within ten (10) 10 days after the end of the six (6) 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 Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) 10 days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A..

Section 409A. (a) This Agreement and any payment, distribution or other benefit hereunder shall comply with the 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 interpreted to avoid administered in accordance with Section 409A; provided, that, for the imposition avoidance 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 409Adoubt, 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, 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 guarantee by result of Section 409A. To the Company extent any provision or term of any particular tax effect this Agreement is ambiguous as to Executive under this Agreement. For purposes of Code section its compliance with Section 409A, each payment 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” under Section 409A 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)) will be made before the earlier of the date that is six (6) months after the date of separation or the date of Executive’s death. Instead, any such deferred compensation shall be treated as a separate payment and paid on the right to a series first business day following the earlier of installment payments under this Agreement shall be treated as a right to a series the six- (6) month anniversary of separate paymentsExecutive’s separation from service or the date of death of Executive. In no event may the 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. (b) To , distribution or other benefit hereunder to fail to satisfy the maximum requirements of Section 409A shall have no force or effect and, to the extent permitted under Code section an amendment would be effective for purposes of Section 409A, the cash severance payments payable 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, Executive shall not be deemed to have terminated employment unless and until a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) has occurred. Each payment under Sections 4(e) and 7 shall be treated as a separate payment for purposes of Section 409A. All reimbursements and in-kind benefits provided under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(iSection 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 provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made not later than the last day of Executive’s taxable year following the taxable year in which such expense was incurred, and 409A.(iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. (a) This Agreement is intended to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and its corresponding regulations, or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by section 409A of the Code, to the extent applicable. Severance benefits under this Agreement are intended to be exempt from section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by section 409A of the Code, if the Executive is considered a “specified employee” for purposes of section 409A of the Code and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to section 409A of the Code, payment of such amounts shall be interpreted to avoid delayed as required by section 409A of the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at Code, and the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment accumulated amounts shall be provided paid in full at a lump-sum payment within 10 days after the earliest time thereafter when such sanctions will not end of 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 of the Code shall be imposed. The preceding provisions, however, shall not 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 construed as made upon a guarantee by the Company termination of any particular tax effect to Executive employment under this AgreementAgreement may only be made upon a “separation from service” under section 409A of the Code. For purposes of Code section 409A409A of the Code, each payment under this Agreement hereunder shall be treated as a separate payment 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 a 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 Notwithstanding any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either provision of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount in no event shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative timing of the Executive’s estate within sixty (60) days after execution of the date of Release, directly or indirectly, result in the Executive’s death. A “key employee” shall mean an employee whodesignating the calendar year of payment of any amounts of deferred compensation subject to section 409A of the Code, at any time during and if a payment that is subject to execution of the 12-month period ending on the identification dateRelease could be made in more than one taxable year, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, payment shall be made by in the Board later taxable year. (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the provisions requirements of Code sections 416(isection 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 calendar year 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 be made no later than the last day of the calendar year following the year in which the expense is incurred, and 409A.(iv) the right to reimbursement or in-kind benefits not be subject to liquidation or exchange for another benefit.

Section 409A. (a) This Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and operated to the extent possible so that the payments set forth herein either shall be interpreted to avoid exempt from the imposition requirements of any additional taxes under Section 409A of the 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-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 (a “409A Payment”), then, if on the date of the Employee’s “separation from service,” as such term deferral exception’ under is defined in Treas. Reg. §1.409A-1(b)(4Section 1.409A-1(h)(1), and any remaining amount from the Employer (“Separation from Service”), the Employee is intended to comply with the ‘separation pay exception’ under a “specified employee,” as such term is defined in Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; providedSection 1.409-1(i), however, any amount payable as determined from time to time by the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409AEmployer, then such amount 409A Payment shall hereinafter not be referred made to as the ‘Excess Amount.’ If Employee earlier than the Executive is a “key employee” earlier 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 (i) six (6) months after separation the Employee’s Separation from service pursuant to Code section 409A, then notwithstanding anything in Service; or (ii) the date of Employee’s death. The 409A Payment under this Agreement to the contrary, payment of that would otherwise be made during such amount period shall be delayed as required by Code section 409A, aggregated and the accumulated postponed amount shall be paid in a one lump sum sum, with interest (compounded monthly) at the prime rate reported by the Wall Street Journal on the date the payment within ten (10) days after otherwise would have been made, on the first business day following the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after or following the date of the ExecutiveEmployee’s death, whichever is earlier. A “key employee” 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 or similar language shall mean an employee who, at any time during the 12-month period ending on the identification date, is a Employee’s “specified employeeseparation from service” under Code section 409A, as determined by the Board, defined in its sole discretionTreas. The determination of key employeesReg. Section 1.409A-1(h), including the number and identity of persons considered key employees and the identification date, default presumptions thereunder. No 409A Payment payable under this Agreement shall be made by subject to acceleration or to any change in the Board in accordance specified time or method of payment, except as otherwise provided under this Agreement and consistent with the provisions of Code sections 416(i) and Section 409A.

Section 409A. (a) This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code and any regulations and Treasury guidance promulgated thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be interpreted read in such a manner so that no payments due under this Agreement shall be subject to avoid an “additional tax” as defined in Section 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, penalty, or interest under Section 409A of the Code, the Employer and the 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 applicable provision without violating the provisions of Section 409A of the Code or causing the imposition of any such additional taxes tax, penalty, or interest under Code section 409A. If any payment or benefit cannot be provided or made at Section 409A of 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 imposedCode. The preceding provisions, however, shall not be construed as a guarantee by the Company Employer of any particular tax effect to the Executive under this Agreement. . (b) For purposes of Code section 409ASection 409A of the Code, 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. (bc) To the maximum extent permitted under Code section 409AWith respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the cash severance Executive, as specified under this 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 provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of 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 (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) “Termination of employment,” “resignation,” or words of similar import, as used in this Agreement means, for purposes of any payments payable under this Agreement that are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either payments of the foregoing exceptions and is deemed as deferred compensation subject to Section 409A of the requirements Code, the Executive's “separation from service” as defined in Section 409A of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess AmountCode.’ (e) If a payment obligation under this Agreement arises on account of the Executive’s separation from service while the Executive is a “key specified employee” (as defined under Section 409A of a publicly traded corporation under section 409A at the time of his separation from service Code and if determined in good faith by the Employer), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the Excess Amount under this Agreement exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is required scheduled to be delayed for a period of paid within six (6) months after such separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, accrue without interest and the accumulated postponed amount shall be paid in a lump sum payment within ten fifteen (1015) days after the end of the six six-month period beginning on the date of such separation from service or, if earlier, within fifteen (615) month period. If days after the Executive dies during the postponement period prior to the payment appointment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative or executor of the Executive’s estate within sixty following his death. (60f) days 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 the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.this Agreement.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 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 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 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)(41.409A-l(b)(4), and any remaining amount is intended to comply with the ‘“separation pay exception’ ” under Treas. Reg. §1.409A-1(b)(9)(iii1.409A-l(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 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 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 Section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section Section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) 10 days after the end of the six (6) 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 Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) 60 days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section Section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections Sections 416(i) and 409A.

Section 409A. (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 as a result of the application of Section 409A of the Code. (b) Notwithstanding any provision in the Agreement to the contrary, to the extent necessary to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at tax on 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 Section 409A 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, howeverCode, any amount payments that are otherwise payable to the Executive during within the first six (6) months following the Date of Termination, shall be 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 date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409Atermination, 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 determined to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under (within the meaning of Section 409A(a)(2)(B)(i) of the Code) of the Bank (or any related “service recipient” within the meaning of Section 409A of the Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, regulations thereunder). Any payments suspended by operation of the foregoing sentence shall be made by paid as a lump sum within thirty (30) days following the Board end of such six-month period. Payments (or portions thereof) that would be paid latest in accordance with time during the provisions 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-3(j)(4) to the Executive of Code sections 416(i) and 409A.deferred amounts, provided that such distribution meets the requirements of Treas. Reg. Section 1.409A-3(j)(4).

Section 409A. (a) 25.1 This Agreement shall be interpreted 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 any additional taxes a penalty tax on the Executive under Code section 409A. If any payment Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefit canbenefits that 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, not be provided unless such Termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception or made at another exception under Section 409A of the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if the Executive is considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this Agreement shall, to the extent necessary in full at order to avoid the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as imposition of a guarantee by penalty tax on the Company of any particular tax effect to Executive under this AgreementSection 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 accumulated amounts shall be paid in a lump sum within ten days after the end of the six-month period. If the Executive dies during the six-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred 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. 25.2 For purposes of Code section 409ASection 409A of the Code, 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 a payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable . All reimbursements and in-kind benefits provided under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(iSection 409A of the Code, including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (c) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and 409A.(d) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. (a) This a. The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be interpreted read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to avoid this Agreement 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 amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the imposition Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. b. Anything in this Agreement to the contrary notwithstanding, if at the time of any additional taxes under Code section 409A. If the Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit canthat the Executive becomes entitled to under this Agreement or otherwise on account of the Executive’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or made at (B) the time specified herein without incurring additional taxes under Code section 409AExecutive’s death. If any such delayed cash payment is otherwise payable on an installment basis, then such benefit or the first 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 include a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each catch-up 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 covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. c. All in-kind benefits provided and 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 reimbursement be paid after the last day of the taxable year following the Executive’s termination date that does 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 qualify within either affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. d. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of the foregoing exceptions and is deemed as this Agreement are determined to constitute 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 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 409Abut do not satisfy an exemption from, then notwithstanding anything in this Agreement to or the contraryconditions of, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.Section.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 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 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 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)(41.409A-l(b)(4), and any remaining amount is intended to comply with the ‘“separation pay exception’ ” under Treas▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii1.409A-l(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-six (6) month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 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 Section 409A at the time of his their 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 Section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section Section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the twelve (12-) month period ending on the identification date, is a “specified employee” under Code section Section 409A, as determined by the BoardCompany, 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 Company in accordance with the provisions of Code sections Sections 416(i) and 409A.

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 Any payments 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 pursuant to Section 3(b)(ii) (except for Targeted Annual Bonus Awards, which shall be paid to Executive under this Agreement. For purposes 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 “separation from service” within the meaning of Section 409A (“Section 409A”) of the Internal Revenue Code section 409Aof 1986, each payment under this Agreement as amended (the “Code”), and not in a lump sum and 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 paymentspayments for purposes of Section 409A. Executive shall receive no additional compensation following any termination except as provided herein. In no the event may the Executiveof any termination, 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 Executive shall resign all positions with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), Company and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month periodits subsidiaries. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section within the meaning of Section 409A, as determined then payments identified in Section 3(b)(ii) of this Agreement shall not commence until six (6) months following “separation from service” within the meaning of Section 409A to the extent necessary to avoid the imposition of the additional twenty percent (20%) tax under Section 409A (and in the case of installment payments, the first payment shall include all installment payments required by this subsection that otherwise would have been made during such six-month period). If the payments described in Section 3(b)(ii) must be delayed for six (6) months pursuant to the preceding sentence, Executive shall not be entitled to additional compensation to compensate for such delay period. Upon the date such payment would otherwise commence, the Company shall reimburse Executive for such payments, to the extent that such payments otherwise would have been paid by the BoardCompany 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, in its sole discretionand shall be interpreted and construed consistent with such intent. The determination Any reimbursements by the Company to Executive of key employees, including any eligible expenses under this Agreement that are not excludable from Executive’s income for Federal income tax purposes (the number and identity of persons considered key employees and the identification date, “Taxable Reimbursements”) shall be made by no later than the Board last day of the taxable year of Executive following the year in accordance which the expense was incurred. The amount of any Taxable Reimbursements, and the value of any in-kind benefits to be provided to Executive, during any taxable year of Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. The right to Taxable Reimbursement, or in-kind benefits, shall not be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, the Company does not make any representation to Executive that the payments or benefits provided under this Agreement are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless Executive or any beneficiary for any tax, additional tax, interest or penalties that Executive or any beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, is deemed to violate any of the provisions requirements of Code sections 416(i) and Section 409A.

Section 409A. The parties intend for the payments and benefits under this Agreement to be exempt from Section 409A (a“Section 409A”) This of the Code or, if not so exempt, to be paid or provided in a manner that complies with the requirements of such section, and intend that 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 construed and administered in accordance with 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 Agreementintention. For purposes of Code section the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. Without limiting the foregoing and notwithstanding anything contained herein to the right contrary, to a series of installment payments 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 are non-qualified deferred compensation and are payable due to Executive’s “separation from service”, which would otherwise be provided pursuant to 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 during the six-month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six months following Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject (or death, if earlier). Notwithstanding anything to the requirements of Code section 409Acontrary in this Agreement, 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 all (A) reimbursements and if payment of the Excess Amount (B) in-kind benefits provided under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(iSection 409A, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and 409A.(z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. (a) This Agreement shall be interpreted Notwithstanding any provisions herein 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 409Acontrary, 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 409Aby applicable law, the cash severance payments amounts payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Employee pursuant to Paragraph 10.B and 10.D shall be made in reliance upon Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Section 1.409A-1(b)(9) (Separation Pay Plans) or Treas. Reg. §1.409A-1(b)(9)(iiiSection 1.409A-1(b)(4) or any successor provision; provided(Short-Term Deferrals), howeveras applicable. For this purpose, any amount payable each payment shall be considered a separate and distinct payment. However, to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed extent any such payments are treated as nonqualified deferred compensation subject to Section 409A of the requirements Internal Revenue Code of Code section 409A1986, as amended (the “Code”), then such amount shall hereinafter be referred to as (i) if the ‘Excess Amount.’ If 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 Executive second taxable year, and (ii) if the Employee is a “key employee” of a publicly traded corporation under section 409A deemed at the time of his separation from service and if payment to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Excess Amount Code, 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 compensation or benefits shall not be delayed for a period provided to Employee prior to the earlier of six (6x) months after the first business day of the seventh month measured from the date of the Employee’s “separation from service service” or (y) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount Paragraph 17 shall be paid in a lump sum payment within ten (10) days after 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 six (6) month period. If calendar year following the Executive dies during year in which the postponement period prior to the payment of the postponed amountexpense was incurred, the amounts withheld on account of section 409A 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 paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board interpreted in accordance with Section 409A of the provisions Code and the regulations and other interpretive guidance 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 (including any taxes and penalties under Code sections 416(i) Section 409A), and 409A.neither Employer nor any of its subsidiaries or affiliates shall have any obligation to indemnify or otherwise hold Employee harmless from any or all of such taxes or penalties. Employer makes no representations concerning the tax consequences of Employee’s participation in this Agreement under any Federal, state or local 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 (a) “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 additional taxes under Code section economic burdens associated with Section 409A. If any payment or benefit cannot be provided or made at In particular, 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 Company will not be imposed. The preceding provisionsliable to you for any tax, howeverinterest, shall not be construed or penalties you may owe as a guarantee by the Company result of any particular tax effect to Executive under this Agreement. For purposes Each of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right your rights to a series of installment payments under this Agreement the first and second bullets of Section 2 shall be treated as a right to a series of separate paymentspayments for purposes of Section 409A. Each such payment that is made within 2-½ months following the end of the year that contains the Effective Date is intended to be exempt from Section 409A as a short-term deferral within the meaning of the final 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. In § 1.409A-1(b)(9)(iii) (the “Two-Times Exception”), 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 available shall be subject to the six-month delay, as necessary, as specified below. To the extent necessary to comply with Section 409A, in no event may the Executiveshall you, directly or indirectly, designate the calendar taxable year of payment. (b) any payment under this Agreement. In particular, with respect to any payment that is conditioned upon your executing and not revoking the release of claims as specified herein, if the designated payment period for such payment begins in one taxable year and ends in the next taxable year, the payment will be made in the later taxable year. To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended necessary to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 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 references in this Agreement to “termination of employment” or “terminates employment” (and similar references) shall have the contrary, payment same meaning as “separation from service” within the meaning of such amount shall be delayed as required by Code section 409ASection 409A (a “Separation from Service”), and the accumulated postponed amount no payment subject to Section 409A that is payable upon a termination of employment shall be paid unless and until (and not later than applicable in compliance with Section 409A) you incur a lump sum payment within ten (10) days after the end of the six (6) month periodSeparation from Service. If the Executive dies during the postponement period prior to the payment of the postponed amountIn addition, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is if you are a “specified employee” under Code section 409Awithin the meaning of Section 409A(a)(2)(B)(i) at the time of your Separation from Service, as determined by any payment subject to Section 409A that would otherwise have been payable on account of, and within the Boardfirst six months following, in its sole discretion. The determination your Separation from Service will become payable on the first business day after six months following the Separation Date or, if earlier, the date of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.your death.

Section 409A. (a) This Agreement is intended to comply with Section 409A of the Code, and its corresponding regulations, or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. Severance benefits under this Agreement are intended to be exempt from Section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by Section 409A of the Code, if Executive is considered a “specified employee” for purposes of Section 409A of the Code and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Section 409A of the Code, payment of such amounts shall be interpreted to avoid delayed as required by Section 409A of the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at Code, and the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment accumulated amounts shall be provided paid in full at a lump-sum payment within 10 days after the earliest time thereafter when such sanctions will not end of the six-month period. If Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A of the Code shall be imposedpaid to the personal representative of Executive’s estate within 60 days after the date of Executive’s death. The preceding provisions, however, shall not All payments to be construed as made upon a guarantee by the Company termination of any particular tax effect to Executive employment under this AgreementAgreement may only be made upon a “separation from service” under Section 409A of the Code. For purposes of Code section 409ASection 409A of the Code, each payment under this Agreement hereunder shall be treated as a separate payment 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 fiscal year of a 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 Notwithstanding any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either provision of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, in no event shall the timing of Executive’s execution of the General Release, directly or indirectly, result in Executive’s designating the fiscal year of payment of such amount shall be delayed as required by Code section 409Aany amounts of deferred compensation subject to Section 409A of the Code, and the accumulated postponed amount shall be paid in if a lump sum payment within ten (10) days after the end that is subject to execution of the six (6) month period. If the Executive dies during the postponement period prior to the General Release could be made in more than one taxable year, payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by in the Board later taxable year. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the provisions requirements of Code sections 416(iSection 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 409A.(iv) the right to reimbursement or in-kind benefits not be subject to liquidation or exchange for another benefit.

Section 409A. To the extent applicable, this Plan and Awards issued hereunder shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding other provisions of the 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 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, payments in respect of any Award under the Plan may not be made at the time contemplated by the terms of the Plan or the 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, consistent with the provisions of Section 13(a) above, the Partnership may take whatever actions the Administrator determines necessary or appropriate to comply with, or exempt the Plan and Award agreement from the requirements of Section 409A of the Code and related Department of Treasury guidance and other interpretive materials as may be issued after the Effective Date including, without limitation, (a) This Agreement shall be interpreted 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 any an additional taxes tax under Code section 409A. If any Section 409A of the Code, which action may include, but is not limited to, delaying 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 during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, Participant who is a “specified employee” under within the meaning of Section 409A of the Code section 409A, as determined by until the Board, in its sole discretionfirst day following the six-month period beginning on the date of the Participant’s termination of Employment. The determination of key employees, including the number and identity of persons considered key employees and the identification date, Partnership shall be made by the Board in accordance with use commercially reasonable efforts to implement the provisions of Code sections 416(i) and 409A.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. (a) 4.1. This Agreement is intended to comply with the requirements of Section 409A of the Code and shall in all respects be administered and interpreted to avoid the imposition of any additional taxes under Code section in accordance with Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes sanctions on the Executive under Code section 409ASection 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. The preceding provisionsNotwithstanding anything in the Agreement to the contrary, however, shall not distributions may only be construed as made under the Agreement upon an event and in a guarantee manner permitted by Section 409A of the Company Code or an applicable exception. All payments to be made upon a termination of any particular tax effect to Executive employment under this Agreement. Agreement may only be made upon a “separation from service” under Section 409A. For purposes of Code section 409ASection 409A of the Code, 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, 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 paymentany payment to be made under this Agreement. (b) To 4.2. Notwithstanding the maximum extent permitted under Code section 409Aforegoing, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either if required by Section 409A of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409ACode, 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 if any amounts payable upon separation from service and if are considered “deferred compensation” under Section 409A, payment of such amounts will be postponed as required by Section 409A, and the Excess Amount under this Agreement is required to postponed amounts will be delayed for a period of paid six (6) months after separation following the effective date of termination from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month periodemployment. If the Executive dies during the postponement period prior to the payment of the period, any amounts postponed amount, the amounts withheld on account of section 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. A “key employee” shall mean an employee who, at any time during the 12All reimbursements and in-month period ending on the identification date, is a “specified employee” kind benefits provided under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, this Agreement shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(iSection 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 409A.(iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. Notwithstanding any provision of this Agreement to the contrary: (a) This All provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986 (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be interpreted 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 avoid the imposition of any additional taxes under Code section 409A. If any payment an involuntary separation from service 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 as a short-term deferral shall be provided in full at excluded from Section 409A to 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 Agreementmaximum extent possible. For purposes of Code section Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment and the right payment. Any payments to a series of installment payments be made under this Agreement upon a termination of Employee’s employment shall only be treated as made if such termination of employment constitutes a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment.“separation from service” under Section 409A. (b) To the extent, if any, that the aggregate amount of the installments of the Severance Payment that would otherwise be paid pursuant to Section 7(f)(i) after March 15 of the calendar year following the calendar year in which the 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 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 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 permitted under Code section 409A, the cash severance payments payable that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement are intended to comply with constitutes nonqualified deferred compensation (within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4meaning 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 taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any remaining amount is intended taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or be provided in any successor provisionother taxable year; provided, however, that the foregoing clause shall not be violated with regard to expenses reimbursed under any amount payable arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the Executive during period in which the six-month period 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 Executiveearlier of (i) the date of Employee’s termination death or (ii) the date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409Athe Termination Date (such date, the “Section 409A Payment Date”), then notwithstanding anything in 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 makes no representations that the payments and benefits provided under this Agreement to the contraryare exempt from, payment of such amount or compliant with, Section 409A and in no event shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end any member of the six (6) month period. If the Executive dies during the postponement period prior to the payment Company Group be liable for all or any portion of the postponed amountany taxes, the amounts withheld penalties, interest or other expenses that may be incurred by Employee on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12non-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance compliance with the provisions of Code sections 416(i) and Section 409A.

Section 409A. (a) This The provisions of this Agreement shall and any payments made herein are intended to comply with, and should be interpreted consistent with, the requirements of Section 409A of the Code and any related regulations or other effective guidance promulgated thereunder (collectively, “Section 409A”). If any provision of this Agreement or any payment made hereunder fails to avoid meet the imposition requirements of Section 409A, neither the Bank, 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 additional taxes under Code section 409A. If any such tax, penalty, or interest imposed by Section 409A. (b) Each installment 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 payable under this Agreement shall be treated as a separate payment and the right to a series of installment payments as defined 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. Treasury Regulation §1.409A-1(b)(41.409A-2(b)(2), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” (as determined under the Bank’s and the Corporation’s policy for identifying specified employees) on the date of Executive’s “separation from service” (within the meaning of Code section Section 409A) and if any portion of any severance amount payable hereunder would be considered “deferred compensation” under Section 409A, as determined by such portion shall not be paid on any date prior to the Board, in its sole discretionfirst business day after the date that is six months following Executive’s separation from service. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall first payment that can be made by shall include the Board cumulative amount of any amounts that could not be paid during such six-month period. Notwithstanding the foregoing, payments delayed pursuant to this six-month delay requirement shall commence earlier in accordance with the provisions event of Code sections 416(iExecutive’s death prior to the end of the six-month period. (c) Section 409A prohibits reimbursement payments from being made any later than the end of the calendar year following the calendar year in which the applicable expense is incurred or paid. Also under Section 409A, (i) the amount of expenses eligible for reimbursement during any calendar year may not affect the amount of expenses eligible for reimbursement in any other calendar year, and 409A.(ii) the right to reimbursement cannot be subject to liquidation or exchange for another benefit.

Section 409A. Notwithstanding the other provisions hereof, this Agreement is intended to comply with or otherwise be exempt from the requirements of Section 409A of the Code and the regulations and administrative guidance promulgated thereunder (a) This “Section 409A”), to the extent applicable, and this Agreement shall be interpreted to avoid the imposition of any additional taxes or penalty sanctions under Code section Section 409A. If any payment Accordingly, all provisions herein, or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409Aincorporated by reference, then such benefit or payment shall be provided in full at 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 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 Participant’s employment under this Agreement. 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 Code section Section 409A, each payment made 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 paymentspayment. 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 Any amount payable to the Executive Participant pursuant to this Agreement during the six-six (6) month period immediately following the Executivedate of the Participant’s termination date of employment that does is not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section otherwise exempt from 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 the Participant’s separation from service and if payment of service, the Excess Amount under this Agreement is Company’s (or any entity required to be delayed aggregated with the Company under Section 409A) stock is publicly-traded on an established securities market or otherwise and the Participant is a “specified employee” (as defined in Section 409A), then the Company shall postpone the commencement of the payment of Excess Amount for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to following the contrary, payment date of such amount shall be the Participant’s termination of employment. The delayed as required by Code section 409A, and the accumulated postponed amount Excess Amount shall be paid in a lump sum payment within ten to the Participant on the Company’s first normal payroll date following the date that is six (106) days after months following the end date of the Participant’s termination of employment. If the Participant dies during such six (6) month period. If the Executive dies during the postponement period and prior to the payment of the postponed amount, portion of the amounts withheld Excess Amount that is required to be delayed on account of section 409A Section 409A, such Excess Amount shall be paid to the personal representative of the ExecutiveParticipant’s estate within sixty (60) days after the date of the ExecutiveParticipant’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A..

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes penalty sanctions under Internal Revenue Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes sanctions 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 Notwithstanding anything in this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409Acontrary, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive if Employee is a “key specified employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount any amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) 10 days after the end of the six (6) six-month period. If the Executive Employee 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 ExecutiveEmployee’s estate within sixty (60) 60 days after the date of the ExecutiveEmployee’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key specified employees, including the number and identity of persons considered key 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 sections 416(iand 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 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 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 shall be for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and 409A.(iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

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 Award is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii“short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) or any successor provision; providedand, however, any amount payable to the Executive during maximum extent permitted, this Agreement shall be construed and administered consistent with such intent. Notwithstanding anything contained herein to the six-month period following contrary, if the Executive’s termination date that does not qualify within either Award fails to satisfy the requirements of the foregoing exceptions short-term deferral rule and is otherwise not exempt from, and therefore deemed as 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 requirements of Code section 409Acontrary, then such amount shall hereinafter be referred to as if the ‘Excess Amount.’ If the Executive Grantee is a “key specified employee” (within the meaning set forth Section 409A(a)(2)(B)(i) of a publicly traded corporation under section 409A at the time Code) as of his 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 if payment will instead be issued in a lump sum on the date that is six months and one day after the date of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant (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 Code section 409Aavoid the imposition of taxation in respect of the Shares or other payment under Section 409A. A termination of employment or service shall not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts that are considered deferred compensation under Section 409A upon or following a termination of employment or service, then notwithstanding anything unless such termination is also a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) and the 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 Award is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). 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 Grantee on account of Section 409A. (b) In the event that the Company determines that any amounts payable hereunder may be taxable to the Grantee under 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 provided by the Performance Units and this Agreement. (c) Notwithstanding any provision of this Agreement to the contrary, payment 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 and the terms of the Performance Units as the Company deems necessary or desirable to avoid the imposition of taxes 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 amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.taxes or penalties.

Section 409A. (ai) This Agreement is intended to comply with the requirements of Section 409A of the Code (together with the applicable regulations thereunder, “Section 409A”), and the Parties agree that it shall be administered accordingly, and interpreted and construed on a basis consistent with such intent. Notwithstanding anything herein to avoid the imposition 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 additional taxes reimbursements or in-kind benefit payments 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 this Agreement are subject to Section 409A, then such reimbursements and in-kind benefit or payment payments shall be provided made in full at accordance with Treasury Regulation §1.409A-3(i)(1)(iv). This Agreement may be amended to the earliest time thereafter when such sanctions will not be imposed. 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 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 for Executive's compensation and benefits and Employer does not guarantee that any compensation or benefits provided under this Agreement shall 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 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 during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section Section 409A, then then, to the extent required by Section 409A, such amount payments 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 to the date that is six (6) months after separation from service the Termination Date. For purposes of Section 409A, each payment made under this Agreement, or pursuant to Code section 409Aanother plan or arrangement, then notwithstanding anything 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 this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10Section 416(i)(1)(A)(i) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretionCode. The determination of key employees, including whether Executive is a Specified Employee shall be based upon the number and identity of persons considered key employees and 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 dateperiod, he or she shall be made by treated as a Specified Employee for purposes of this Agreement during the Board in accordance with twelve (12)-month period that begins on the provisions April 1st following the close of Code sections such identification period. For purposes of determining whether Executive is a Specified Employee under Section 416(i) and 409A.of the Code, compensation shall mean Executive’s W-2 compensation as reported by Employer for a particular calendar year.

Section 409A. (a) This The compensation and benefits under this Agreement shall are intended to comply with or be exempt from the requirements of Section 409A, and this Agreement will 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 imposeda manner consistent with that intent. The preceding provisionsprovision, however, shall not be construed as a guarantee by the Company Financial Institutions of any particular tax effect to the Executive under this Agreement. For purposes of Code section 409A, each Financial Institutions shall not be liable to the Executive for any payment made under this Agreement shall be treated as a separate that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment and the right to a series of installment payments made 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.an amount includible in gross income under Section 409A. (b) To References to “termination of employment” and similar terms used in this Agreement mean, to the maximum extent permitted under Code section necessary to comply with Section 409A, the cash severance payments date that the Executive first incurs a “separation from service” within the meaning of Section 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 year following the year in which the Executive incurs the expense and the amount of reimbursable expenses provided in one year shall not increase or decrease the amount of reimbursable expenses to be provided in a subsequent year. (d) Notwithstanding anything in this Agreement to the contrary, if at the time of the Executive’s separation from service with Financial Institutions, the Executive is a “specified employee” as defined in Section 409A, and any payment payable under this Agreement are intended as a result of such separation from service is required to comply be delayed by six months pursuant to Section 409A, then Financial Institutions will make such payment on the date that is six months and one day following the Executive’s separation from service with Financial Institutions. The amount of such payment will equal the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with sum of the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable payments that would have been paid to the Executive during the six-month period immediately following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if had the payment commenced as of the Excess Amount such date. Each payment under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed designated as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employeeseparate payment” under Code section 409A, as determined by within the Board, in its sole discretion. The determination meaning of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and Section 409A.

Section 409A. 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 (a) This 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 will agree to any amendment of this Agreement shall be interpreted 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 avoid reduce any adverse effect on the imposition Company or the Executive of any additional taxes under Code section 409A. If any payment rule, regulation or benefit cannot be provided IRS interpretation of Section 409A and that such firm is recommending similar changes or made at the time specified herein without incurring additional taxes under Code section 409Aprovisions to its other clients that have change-in-control, then such benefit severance or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposedemployment agreements or plans. 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 Executive’s right to a series of receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments. In no event may the Executivepayments and, directly or indirectlyaccordingly, designate the calendar year of payment. (b) To the maximum extent each such installment payment shall at all times be considered a separate and distinct payment as permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ Section 409A. If the Executive is a “key employee” entitled to any reimbursement of a publicly traded corporation under section 409A at expenses that are includable in the time Executive’s federal gross taxable income, the amount of his separation from service such expenses reimbursable in any one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year, and if payment the reimbursement of an eligible expense must be made no later than December 31 of the Excess Amount year after the year in which the expense was incurred. The Executive’s right to reimbursement of expenses under this Agreement is required shall not be subject to be delayed liquidation or exchange for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.another benefit.

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 Performance-Based Share Unit Grant 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 these Grant Conditions are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4)Code Section 409A or an exemption, and any remaining amount is intended to comply with the ‘separation pay exception’ payments may only be made under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; providedthese Grant Conditions upon an event and in a manner permitted by Code Section 409A, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject extent applicable. Notwithstanding anything in these Grant Conditions to the requirements contrary, if required by Code Section 409A, if the Grantee is considered a “specified employee” for purposes 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 Section 409A at the time of his separation from service and if any payment of the Excess Amount under this Agreement these Grant Conditions is required to be delayed for a period of six (6) months after separation from service pursuant to Code section Section 409A, then notwithstanding anything in this Agreement to the contrary, such payment of such amount shall be delayed as required by Code section Section 409A, and the accumulated postponed amount payment amounts shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month 6)-month period. If the Executive Grantee dies during the postponement period prior to the payment of the postponed amountpayment, the amounts withheld on account of section Code Section 409A shall be paid to the personal representative of the ExecutiveGrantee’s estate within sixty (60) days after the date of the ExecutiveGrantee’s death. A “key employee” shall mean an employee whoNotwithstanding anything in these Grant Conditions to the contrary, at if the Performance Units are subject to Code Section 409A and if required by Code Section 409A, any time during the 12-month period ending on the identification date, is payments to be made upon a termination of employment under these Grant Conditions may only be made upon a “specified employeeseparation from service” under Code section 409ASection 409A. In no event may the Grantee, as determined by directly or indirectly, designate the Boardcalendar year of a payment, 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 except in accordance with Code Section 409A. Notwithstanding anything in these Grant Conditions to the provisions 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 or the payment event does not occur upon or within two years following a “change in control event” under Code Section 409A, any vested CIC Earned Units shall be paid to the Grantee upon the Vesting Date and not on account of Code sections 416(i) and 409A.an earlier termination of employment.

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 well as a separate payment payments 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 benefits under this Agreement are intended to comply with be exempt from, or to the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4)extent subject thereto, 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; providedCode Section 409A (“Section 409A”), howeverand, any amount payable accordingly, to the Executive maximum extent permitted, this Agreement shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, the Limited Partner shall not be considered to have terminated employment with the Partnership for purposes of any payments under this Agreement which are subject to Section 409A until the Limited Partner has incurred a “separation from service” from the Partnership within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid an accelerated or additional tax 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 the ExecutiveLimited Partner’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of shall instead be paid on the Excess Amount under this Agreement first business day after the date that is required to be delayed for a period of six (6) months after following the Limited Partner’s separation from service pursuant (or, if earlier, the Limited Partner’s date of death). To the extent required to Code section avoid an accelerated or additional tax under Section 409A, then notwithstanding anything in this Agreement amounts reimbursable to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A Limited Partner shall be paid to the personal representative Limited Partner on or before the last day of the Executive’s estate within sixty year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (60and in kind benefits provided to the Limited Partner) days after during one year may not affect amounts reimbursable or provided in any subsequent year, and no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit. To the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” extent required to avoid accelerated taxation and/or tax penalties under Code section Section 409A, as determined by if a period specified for execution of a release of claims begins in one taxable year and ends in a second taxable year, the Board, in its sole discretion. The determination of key employees, including the number any payments and identity of persons considered key employees and the identification date, benefits hereunder shall be made by in the Board in accordance with the provisions of Code sections 416(i) and 409A.second taxable year.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 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 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 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)(41.409A-l(b)(4), and any remaining amount is intended to comply with the ‘“separation pay exception’ ” under Treas. Reg. §1.409A-1(b)(9)(iii1.409A-l(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 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 Section 409A at the time of his her 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 Section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section Section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) 10 days after the end of the six (6) 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 Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) 60 days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section Section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections Sections 416(i) and 409A.

Section 409A. (a) This Agreement shall be interpreted Notwithstanding anything 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 contrary 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 , if Employee is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code section 409Aof 1986, each payment under this Agreement shall be treated as a separate payment and amended (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“Code”), and the final regulations and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iiiguidance promulgated thereunder (“Section 409A”) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of Employee’s termination (other than due to death), then the Excess Amount severance benefits payable to Employee under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409AAgreement, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409Aif any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the accumulated postponed amount shall be paid in a lump sum payment “Deferred Compensation Separation Benefits”) otherwise due to Employee on or within ten (10) days after the end of the six (6) month periodperiod 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 Executive’s termination of employment. If All subsequent payments, if any, shall be payable in accordance with the Executive payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies during the postponement period following his or her termination but prior to the payment six month anniversary of the postponed amounthis or her date of termination, the amounts withheld on account of section 409A then any payments delayed in accordance with this paragraph shall be paid to the personal representative of the Executive’s estate within sixty (60) days payable in a lump sum as soon as administratively practicable after the date of the ExecutiveEmployee’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number death and identity of persons considered key employees and the identification date, all other Deferred Compensation Separation Benefits shall be made by the Board payable in accordance with the provisions payment schedule applicable to each payment or benefit. (b) It is the intent of Code sections 416(i) this Agreement to comply with the requirements of Section 409A so that none of the severance payments and 409A.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 any additional tax or income recognition under Section 409A prior to actual payment to Employee

Section 409A. (a) This It is intended that this Agreement shall comply with or be interpreted to avoid exempt from the imposition provisions of any additional taxes under Section 409A of the Code section 409A. If any payment or benefit cannot be provided or made at and the time specified herein without incurring additional taxes under Code section Treasury Regulations and guidance of general applicability issued thereunder (“Section 409A”), then such benefit or payment shall be provided and in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisionsfurtherance of this intent, 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 interpreted, operated and administered in 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 paymentmanner consistent with these intentions. (b) To the maximum extent permitted under Code section 409A, the cash severance (i) any payments payable to which Executive becomes entitled under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4)Agreement, 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; providedagreement or plan referenced herein, however, any amount payable to the Executive during the six-month period following the in connection with Executive’s termination date that does not qualify within either of employment with the foregoing exceptions and is deemed as Company constitute deferred compensation subject to the requirements of Code section Section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the ; (ii) Executive is a “key employee” of a publicly traded corporation under section 409A deemed at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 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 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, any payments which would have otherwise been 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 until the date of payment. For purposes of the foregoing, the “Delayed Payment Interest Rate” shall mean the national average annual rate of interest payable on jumbo six-month bank certificates of deposit, as determined by quoted in the Board, in its sole discretion. business section of the most recently published Sunday edition of The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.New York Times preceding Executive’s separation from service.

Section 409A. The parties intend that the payments and benefits 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) 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 during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding Notwithstanding anything in this Agreement to the contrary, payment of such amount all cash amounts that become payable under this Agreement shall be delayed as required by 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 shall comply with Section 409A of the Internal Revenue Code. (b) Payments subject to Section 409A of the Internal Revenue Code section 409Athat are due upon termination of employment shall be made only upon “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code, and shall be subject to the accumulated 6-month payment delay described in Section 409A(a)(2)(B)(i) of the Internal Revenue Code if Section 409A(a)(2)(B)(i) of the Internal Revenue Code is applicable and the Executive is a “specified employee” as described therein. Payments subject to such 6-month delay shall not be paid until the first payroll date that occurs after the date that is six (6) months following the Executive’s Separation from Service. If any payments are postponed amount due to such requirements, such postponed amounts shall be paid in a lump sum payment within ten (10) days to the Executive on the first payroll date that occurs after the end of the date that is six (6) month periodmonths following the Executive’s Separation from Service. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A of the Internal Revenue Code shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” . (c) Notwithstanding anything herein to the contrary, any taxable reimbursements provided under this Agreement shall mean an employee whobe subject to the following requirements: (i) no reimbursement shall affect 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, at any time during however, that the 12reimbursement deadlines for the Executive shall not be shorter than the deadlines that apply to similarly-month period ending on situated executives of the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, Company; (iii) all reimbursements shall be made no later than December 31 of the calendar year following the calendar year in which such related expenses were incurred; and (iv) the right to any reimbursements shall not be subject to liquidation or exchange for another benefit. (d) In the event that it is determined that the terms of this Agreement 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 Board applicable Treasury Regulations. (e) If any payment due or made by the Company 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 be entitled to receive an indemnification payment (“Section 409A Indemnification Payment”) in accordance an amount equal to the sum of (1) the Section 409A interest, penalties and additional tax attributable to any such payment, (2) any federal, state and local income taxes, employment taxes (including FICA) or other taxes payable by the Executive with respect to (A) the provisions payment due under clause (1) above, and (B) the payment due under this clause (2), plus (3) reimbursement for attorneys’ fees actually and reasonably incurred by the Executive in contesting the application of Code sections 416(iSection 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 Section 409A Indemnification Payment provided for in clauses (1) and 409A.(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 taxes and penalties, and that portion of the 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. (a) This The intent of the parties is that payments and benefits under this Agreement either comply with or are exempt from Section 409A of the Code and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Executive is hereby advised to avoid the imposition of seek independent advice from his tax advisor(s) with respect to any additional taxes under Code section 409A. If any payment payments 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 benefits under this Agreement. Notwithstanding the foregoing, the Company does not guarantee the tax treatment of any payments or benefits provided under this Agreement under Section 409A of the Code or under any other federal, state, local or foreign tax laws and regulations. For purposes of Code section 409Athis Agreement, each payment termination of employment will be construed consistent with the meaning of “separation from service” under this Agreement shall be treated as a separate payment and Section 409A of the right to a series of installment Code. All 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 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 section 409Awithout regard to paragraph (5) thereof) and either Parent’s or the Company’s stock is publicly traded on an established securities market or otherwise, the cash severance payments payable then payment of any amount or provision of any benefit 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 which is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as considered nonqualified deferred compensation subject to Section 409A of the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is and payable upon 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 shall be delayed deferred for a period of six (6) months after separation from service pursuant to Code section 409Atermination of Executive’s employment or, then notwithstanding anything in this Agreement if earlier, Executive’s death, as and to the contraryextent 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, payment of such amount the payments which would otherwise have been made in the 409A Deferral Period shall be delayed as required by Code section 409A, accumulated and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after as soon as the end 409A Deferral Period ends, and the balance of the six (6) month periodpayments shall be made as otherwise scheduled. If In the Executive dies event benefits are required to be deferred, any such benefit may be provided during the postponement period prior 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from the payment Company once the 409A Deferral Period ends, and the balance of the postponed amountbenefits shall be provided as otherwise scheduled. Additionally, the amounts withheld on account (a) any reimbursement of section 409A eligible expenses or other in-kind benefits payable to Executive under this Agreement shall be paid to within the personal representative time period required by Section 409A of the Executive’s estate within sixty Code; (60b) days after the date amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the Executive’s death. A “key employee” amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; (c) the right to reimbursement or in-kind benefits shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number not be subject to liquidation or exchange for another benefit; and identity of persons considered key employees and the identification date, (d) each payment shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.treated as a separate payment.

Section 409A. (a) This The compensation and benefits under this Agreement shall are intended to comply with or be exempt from the requirements of Section 409A, and this Agreement will 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 imposeda manner consistent with that intent. The preceding provisionsprovision, however, shall not be construed as a guarantee by the Company Financial Institutions of any particular tax effect to the Executive under this Agreement. For purposes of Code section 409A, each Financial Institutions shall not be liable to the Executive for any payment made under this Agreement shall be treated as a separate that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment and the right to a series of installment payments made 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.an amount includible in gross income under Section 409A. (b) To References to “termination of employment” and similar terms used in this Agreement mean, to the maximum extent permitted under Code section necessary to comply with Section 409A, the cash severance payments date that the Executive first incurs a “separation from service” within the meaning of Section 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 year following the year in which the Executive incurs the expense and the amount of reimbursable expenses provided in one year shall not increase or decrease the amount of reimbursable expenses to be provided in a subsequent year. (d) Notwithstanding anything in this Agreement to the contrary, if at the time of the Executive’s separation from service with Financial Institutions, the Executive is a “specified employee” as defined in Section 409A, and any payment payable under this Agreement are intended as a result of such separation from service is required to comply be delayed by six months pursuant to Section 409A, then Financial Institutions will make such payment on the date that is six months and one day following the Executive’s separation from service with Financial Institutions. The amount of such payment will equal the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with sum of the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable payments that would have been paid to the Executive during the six-month period immediately following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if had the payment commenced as of the Excess Amount such date. Each payment under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed designated as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employeeseparate payment” under Code section 409A, as determined by within the Board, in its sole discretion. The determination meaning of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.Section 409A. [Signature Page Immediately Follows]

Section 409A. (a) This Agreement shall be interpreted is not intended to avoid constitute a “nonqualified deferred compensation plan” within the imposition meaning of Section 409A of the Code. Notwithstanding the foregoing, in the event this Agreement or any additional taxes under Code section 409A. If any payment compensation or benefit cannot paid to Executive hereunder is deemed to be provided or made at subject to Section 409A of the time specified herein without incurring additional taxes under Code section 409ACode, 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 Executive and the Company of any particular tax effect agree 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 negotiate in good faith 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 adopt such amendments that are intended necessary to comply with Section 409A of the ‘short-term deferral exception’ Code or to exempt such compensation or benefits from Section 409A of the Code. In addition, to the extent (i) any compensation or benefits to which Executive becomes entitled under Treas. Reg. §1.409A-1(b)(4)this agreement, 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; providedagreement or plan referenced herein, however, any amount payable to the Executive during the six-month period following the in connection with Executive’s termination date that does not qualify within either of employment with the foregoing exceptions and is deemed as Company constitute deferred compensation subject to Section 409A of the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the and (ii) Executive is a “key employee” of a publicly traded corporation under section 409A deemed at the time of his such 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 and service” (or, 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 409Aearlier, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death); 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. A “key employee” During any period compensation or benefits to Executive are deferred pursuant to the foregoing, Executive shall mean an employee whobe 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., at any time during the 12-month period ending ▇▇▇▇▇ Fargo Bank, N.A. or Bank of America, on the identification datedate of such “separation from service.” Upon the expiration of the applicable deferral period, is any compensation or benefits which would have otherwise been paid during that period (whether in a “specified employee” under Code single sum or in installments) in the absence of this section 409Ashall be paid to Executive or Executive’s beneficiary, as determined by the Boardif applicable, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.one lump sum.

Section 409A. (a) This It is the intention of the Company and Executive that this Agreement shall be interpreted not result in unfavorable tax consequences to avoid Executive under Section 409A of the imposition Code (“Section 409A”). To the extent applicable, it is intended that the Agreement comply with the provisions 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 Section 409A, then such benefit but the Company does not warrant or payment shall 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 full at a manner consistent with this intent, and any provision that would cause the earliest time thereafter when such sanctions Agreement to fail to satisfy Section 409A will not have no force and effect until amended to comply therewith (which amendment may be imposedretroactive to the extent permitted by Section 409A). The preceding provisionsCompany and Executive agree to work together in good faith in an effort to comply with Section 409A including, howeverif necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time, provided that the Company shall not be construed as a guarantee required to assume any increased economic burden. Executive remains solely responsible for any adverse tax consequences imposed upon him 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.Section 409A. (b) Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Company for purposes of the Agreement and no payments shall be due to him under the Agreement which are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. (c) To the maximum extent permitted required in order to avoid accelerated taxation and/or tax penalties under Code section Section 409A, the cash severance payments amounts that would otherwise be 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 benefits that would otherwise be provided pursuant to the Executive Agreement during the six-month period immediately following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount employment shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall instead be paid in a lump sum payment within ten thirty (1030) days after following the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days first business day after the date that is six months following his termination of employment (or upon his death, if earlier). If it is determined that all or a portion of the Executive’s deathpayments due pursuant to this Agreement are subject to Section 409A of the Code, and if the General Release consideration period and revocation period spans two calendar years, the payments provided pursuant to this Agreement that are subject to Section 409A shall not begin until the second calendar year. A “key employee” shall mean an employee whoExecutive may not elect the taxable year of the distribution. In addition, at any time during for purposes of this Agreement, each amount to be paid or benefit to be provided to the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, Executive pursuant to this Agreement shall be made by the Board in accordance with the provisions construed as a separate identified payment for purposes of Code sections 416(i) and Section 409A.

Section 409A. (ai) This It is the intention of the parties that Executive’s performance of the services under this Agreement and payments to Executive hereunder shall be interpreted to avoid not implicate Section 409A. In the imposition event that Executive’s performance of any additional taxes under Code section 409A. If the services or any payment or benefit cannot be provided or made at due to the time specified herein without incurring Executive hereunder would subject Executive to the additional taxes under Code section tax and interest imposed by Section 409A, then or any interest or penalties with respect to such benefit or payment additional tax, the Company shall be provided in full at modify this Agreement to make it compliant with Section 409A and maintain the earliest time thereafter when such sanctions will not be imposedvalue of the payments and benefits under the Agreement. The preceding provisionsIn no event, however, shall not be construed as a guarantee by the Company of be liable for any particular tax effect to tax, interest or penalty imposed on Executive under this Agreement. For purposes Section 409A or any damages for failing to comply with Section 409A. (ii) If at the time of Code section the Executive’s termination of employment, the Executive is a “specified employee,” under Section 409A, each any and all amounts payable under this Agreement on account of such termination of employment that would (but for this provision) 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 death; except (A) to the extent of amounts that 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 requirements of Section 409A. Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall is to 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. (biii) To Any reimbursement payment or in-kind benefit due to Executive pursuant to Section 3(c), to the maximum extent permitted under Code section 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 any 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 pursuant to Section 3(c) are not subject to liquidation or exchange for another 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, the cash severance Executive’s right to receive any installment payments payable hereunder shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement are intended specifies a payment period with reference to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either a number of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six days (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrarye.g., payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment made within ten thirty (1030) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after following the date of termination), the Executive’s death. A “key employee” shall mean an employee who, at any time during actual date of payment within the 12-month specified period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by within the Board in accordance with sole discretion of the provisions of Code sections 416(i) and 409A.Company.

Section 409A. (a) This Agreement is intended and shall be interpreted to avoid comply with, or satisfy an exemption from, Section 409A of the imposition Internal Revenue Code of 1986, as amended (“Code”), and the Treasury Regulations promulgated thereunder (collectively, “Section 409A”) such that there are no adverse tax consequences, interest or penalties under Section 409A because of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or payments 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 pursuant to Executive under 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 Code section 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 the right to a series could occur in either 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 409Atwo years, the cash severance 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 payable under this Agreement are subject to Section 409A (or otherwise intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4be exempt from Section 409A pursuant to Treasury Regulation 1.409A-1(m)), and a “separation from service” within the meaning of Section 409A (a “Separation from Service”). Notwithstanding any remaining amount other provision of this Agreement, if any payment or benefit provided to Employee in connection with his or her Separation from Service is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as considered nonqualified 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 under Section 409A and Employee 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 determined to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under as defined in Code section 409ASection 409A(a)(2)(B)(i), as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, then such payment or benefit shall be made by delayed without interest until six months after Employee’s Separation from Service (the Board “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 Employee’s death, and any remaining payments shall be paid in accordance with their original schedule. To the provisions extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Employee shall be paid to Employee no later than December 31st of Code sections 416(i) and the year following the 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 Sunbelt be liable for any taxes, interest, penalties, or other expenses as the result of non-compliance with Section 409A.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 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 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 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)(41.409A-l(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii1.409A-l(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 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 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 Section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section Section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section Section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections Sections 416(i) and 409A.

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 Award is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii“short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) or any successor provision; providedand, however, any amount payable to the Executive during maximum extent permitted, this Agreement shall be construed and administered consistent with such intent. Notwithstanding anything contained herein to the six-month period following contrary, if the Executive’s termination date that does not qualify within either Award fails to satisfy the requirements of the foregoing exceptions short-term deferral rule and is otherwise not exempt from, and therefore deemed as 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 requirements of Code section 409Acontrary, then such amount shall hereinafter be referred to as if the ‘Excess Amount.’ If the Executive Grantee is a “key specified employee” (within the meaning set forth Section 409A(a)(2)(B)(i) of a publicly traded corporation under section 409A at the time Code) as of his 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 if payment will instead be issued in a lump sum on the date that is six months and one day after the date of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant (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 409A. A termination of employment or service shall not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts that are considered deferred compensation under Section 409A upon or following a termination of employment or service, unless such termination is also a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) and the 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 Award is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). 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 Grantee on account of Section 409A. (b) In the event that the Company determines that any amounts payable hereunder may be taxable to the Grantee under Code section 409ASection 409A prior to the payment and/or delivery to the Grantee of such amount, then notwithstanding anything in 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 provided by the Restricted Stock Units and this Agreement. (c) Notwithstanding any provision of this Agreement to the contrary, payment in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Agreement and the terms of the Restricted Stock Units as the Company deems necessary or desirable to avoid the imposition of taxes 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 amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.taxes or penalties.

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 Treasrequirements of Section 409A and shall be construed in a manner consistent with such requirements. Reg. §1.409A-1(b)(9)(iii) For purposes of this Agreement, each amount to be paid or benefit to be provided will be construed as a separate identified payment for purposes of Section 409A, and any successor provision; provided, however, any amount payable to payments that are due within the Executive during the six“short-month period following the Executive’s termination date that does term deferral period” as defined in Section 409A will not qualify within either of the foregoing exceptions and is deemed be treated as deferred compensation subject unless applicable law requires otherwise. Without in any way limiting the generality of the foregoing, all payments of compensation hereunder are intended to be exempt from the requirements of Code section 409ASection 409A under the short-term deferral rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and/or the separation pay exemption set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii), 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 409Aapplicable, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409Amaximum extent provided thereunder, and the accumulated postponed amount provisions of this Agreement shall be paid in a lump sum payment within ten (10) days after construed accordingly. Neither the end Company nor the Employee will have the right to accelerate or defer the delivery of the six (6) month period. If the Executive dies during the postponement period prior any payments or benefits that constitute deferred compensation under Section 409A except to the payment extent Section 409A specifically permits or requires. Payments of the postponed amount, the amounts withheld any compensation that constitutes deferred compensation under Section 409A and that is contingent on account of section 409A shall be paid to the personal representative of the ExecutiveEmployee’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined termination by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, Company or resignation shall be made by to Employee only if such termination or resignation constitutes a “separation from service” under Section 409A (applying the Board in accordance default rules thereof). Notwithstanding the foregoing, the Company shall not be liable to Employee or any other person or entity if the Internal Revenue Service or any court or other authority having jurisdiction over such matters determined for any reason that any payments or benefits to be provided hereunder are subject to taxes, penalties or interest as a result of failing to comply with the provisions of Code sections 416(i) and Section 409A.

Section 409A. (a) This Agreement is intended to either (i) qualify for the short-term deferral exemption under Section 409A or (ii) satisfy the requirements of Section 409A. This Agreement shall be interpreted interpreted, administered and construed in a manner consistent with that intent. Notwithstanding the foregoing, if the Company determines that any provision of this Agreement or the 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 imposition incurrence of any additional taxes taxes, interest and penalties 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 Section 409A, then such or (y) maintain, to the maximum extent practicable, the original intent and economic benefit to the Grantees of the applicable provision without materially increasing the cost to the Company or payment shall be provided in full at contravening the earliest time thereafter when such sanctions provisions of Section 409A. This Section 19 does not create an obligation of the Company to modify the Plan or this Agreement and does not guarantee that the Performance Units will not be imposed. The preceding provisionssubject to taxes, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive interest and penalties 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.Section 409A. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, Grantee is a “specified employee” as defined under Code section Section 409A and the Shares are to be settled on account of the Grantee’s separation from service (for reasons other than death) and such Shares constitute “deferred compensation” as defined under Section 409A, then any portion of the Shares that would otherwise be settled during the 6-month period commencing on the Grantee’s separation from service shall be settled as determined by soon as practicable following the Boardconclusion of the 6-month period (or following the Grantee’s death if it occurs during such 6-month period). (c) Notwithstanding anything in this Agreement to contrary, in its sole discretionthe event the Shares remain outstanding following the Grantee’s “separation from service” as defined in Treas. The determination Reg. § 1.409A-1(h), and settle on or after the Vesting Date, the Shares shall settle no later than December 31 of key employees, including the number and identity of persons considered key employees and year in which the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.Vesting Date occurs.

Section 409A. (a) This Agreement shall is intended to comply with, or otherwise be interpreted 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 avoid 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 will 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 applicable provision without violating the provisions of Section 409A or causing the imposition of any such additional taxes tax, penalty or interest under Code section 409A. If any payment or benefit cannot be provided or made at Section 409A of 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. Code. (b) For purposes of Code section 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 will 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 any payment. (bc) To the maximum extent permitted under Code section 409A“Termination of employment,” “resignation,” or words of similar import, the cash severance as used in this Agreement, mean, for purposes of any payments payable under this Agreement that are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either payments of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section Section 409A, then such the Executive’s “separation from service” as defined in Section 409A. (d) Any reimbursement or in-kind benefit is subject to all of the following conditions: (i) any amount shall hereinafter provided in one taxable year has no effect on the amount eligible to be referred 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 right to as any amount cannot be liquidated or exchanged for another benefit. (e) If a payment obligation under this Agreement arises on account of the ‘Excess Amount.’ If Executive’s separation from service while the Executive is a “key specified employee” of a publicly traded corporation (as defined under section Section 409A at and determined in good faith by the time of his separation from service and if Company), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the Excess Amount under this Agreement exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is required scheduled to be delayed for a period of paid six (6) months after such separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, will accrue without interest and the accumulated postponed amount shall will be paid in a lump sum payment within ten earlier of (10i) fifteen (15) days after the end of the six (6six-(6) month period. If period beginning on the Executive dies during date of such separation from service or, if earlier, within fifteen (15) days after the postponement period prior to the payment appointment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative or executor of the Executive’s estate within sixty (60) days after the date of the Executive’s following his death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A..

Section 409A. (a) 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, 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, 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. If payment of any amounts under this Agreement is required to be delayed pursuant to Section 409A, the 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 market rate of interest, as determined by the 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 to avoid the imposition of any additional taxes under Code section in accordance with Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes sanctions on the Executive under Code section 409ASection 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. The preceding provisionsNotwithstanding anything in the Agreement to the contrary, however, shall not distributions may only be construed as made under the Agreement upon an event and in a guarantee manner permitted by Section 409A of the Company Code or an applicable exemption. All payments to be made upon a termination of any particular tax effect to Executive employment under this Agreement. Agreement may only be made upon a “separation from service” under Section 409A. For purposes of Code section 409ASection 409A of the Code, 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, 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 paymentany payment to be made under this Agreement. (bc) To the maximum extent permitted under Code section 409A, the cash severance payments payable All reimbursements and in-kind benefits provided under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(iSection 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 409A.(iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. (a) This The Agreement shall be interpreted is intended to avoid comply with the imposition requirements of any additional taxes under section 409A of the Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code an exemption from section 409A, then such benefit or payment and shall in all respects be provided administered in full at accordance with section 409A. Notwithstanding anything in the earliest time thereafter when such sanctions will not Agreement to the contrary, distributions upon termination of employment may only be imposed. The preceding provisions, however, shall not be construed as made upon a guarantee by the Company of any particular tax effect to Executive under this Agreement. section 409A “separation from service.” For purposes of Code section 409A409A of the Code, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this the 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 Notwithstanding anything in the maximum extent permitted under Code Agreement to the contrary, if required by section 409A409A of the Code, the cash severance payments payable any amount that is considered “deferred compensation” under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed postponed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount 409A shall be delayed postponed as required by Code section 409A, and the 409A. The accumulated postponed amount amount, shall be paid in a lump sum payment within ten (10) days after the end of the six (6) 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 409A, shall be paid to the personal representative of the Executive’s estate within sixty (60) 60 days after the date of his death. (c) All reimbursements and in-kind benefits provided under the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, Agreement shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(isection 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 409A.(iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. If expenses are incurred in connection with litigation, any reimbursements under the Agreement shall be paid not later than the end of the calendar year in which the litigation is resolved.

Section 409A. (a) This Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations thereunder (“Section 409A”), and shall in all respects be interpreted administered in accordance with Section 409A. Notwithstanding anything in this Agreement to avoid the imposition 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 any additional taxes severance benefits would otherwise be accelerated under Code section 409A. If any payment or benefit canthis Agreement and paid in a lump sum upon a Change of Control, and such Change of Control is not be provided or made at the time specified herein without incurring additional taxes a “change in control event” under Code section 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, severance payments shall not be construed as a guarantee by accelerated and shall instead be paid on the Company of any particular tax effect to Executive regularly scheduled payment date. Severance benefits provided under this AgreementAgreement 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 Code section Section 409A, each payment under this Agreement hereunder shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In 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. (b) To , 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 maximum later taxable year. If and to the extent permitted under Code section 409A, the cash severance payments payable that reimbursements or other in-kind benefits under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either constitute “nonqualified deferred compensation” for purposes of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section Section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12reimbursements or other in-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, kind benefits shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(i) 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) This Agreement shall is intended to comply with Section 409A of the Code, and payments may only be interpreted 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 exempt from Section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by Section 409A of the Code, if the Executive is considered a “specified employee” for purposes of Section 409A of the Code and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Section 409A of the Code to avoid the imposition of any additional taxes under Code section 409A. If any on the Executive, payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then of such benefit or payment amounts shall be provided delayed as required by Section 409A of the Code, and the accumulated amounts shall be paid in full at a lump-sum payment within 10 days after the earliest time thereafter when such sanctions will not end of 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 of the Code shall be imposed. The preceding provisions, however, shall not 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 construed as made upon a guarantee by the Company termination of any particular tax effect to Executive employment under this AgreementAgreement may only be made upon a “separation from service” under Section 409A of the Code. For purposes of Code section 409ASection 409A of the Code, each payment under this Agreement hereunder shall be treated as a separate payment 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 a 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 Notwithstanding any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either provision of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount in no event shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative timing of the Executive’s estate within sixty (60) days after execution of the date of Release, directly or indirectly, result in the Executive’s death. A “key employee” shall mean an employee whodesignating the calendar year of payment of any amounts of deferred compensation subject to Section 409A of the Code, at any time during and if a payment that is subject to execution of the 12-month period ending on the identification dateRelease could be made in more than one taxable year, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, payment shall be made by in the Board later taxable year. (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the provisions requirements of Code sections 416(iSection 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 calendar year 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 be made no later than the last day of the calendar year following the year in which the expense is incurred, and 409A.(iv) the right to reimbursement or in-kind benefits not be subject to liquidation or exchange for another benefit. (d) The Company makes no representations or warranties that the payments provided under the Agreement comply with, or are exempt from, Section 409A of the Code, and in no event shall the Company be liable for 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 of the Code.

Section 409A. (ai) This Although the Company does not guarantee the tax treatment of any payments under the Agreement, the intent of the Parties is that the payments and benefits under this Agreement be exempt from, or comply with, Section 409A of the Code, and all Treasury Regulations and guidance promulgated thereunder (“Code Section 409A”) and to the maximum extent permitted the Agreement shall be limited, construed and interpreted to avoid in accordance with such intent. In no event whatsoever shall the imposition of Company or its affiliates or their respective officers, directors, employees or agents be liable for any additional taxes tax, interest or penalties that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) Notwithstanding any other provision of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation” 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 Section 409A, then such benefit or payment reimbursement shall be provided no later than December 31 of the year following the year in full at which the earliest expense was incurred (or, where applicable, no later than such earlier time thereafter when such sanctions will not be imposedrequired by the Agreement). The preceding provisions, however, amount of expenses reimbursed in one year shall not be construed as a guarantee by affect the Company amount eligible for reimbursement in any subsequent year. The amount of any particular tax effect to Executive under this Agreement. in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year. (iii) For purposes of Code section 409ASection 409A (including, each payment under this Agreement shall be treated as a separate payment and without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to a series receive payments in the form of installment payments under this Agreement shall be treated as a right to receive a series of separate paymentspayments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. In no event Whenever a payment under this Agreement may be paid within a specified period, the Executive, directly or indirectly, designate actual date of payment within the calendar year specified period shall be within the sole discretion of paymentthe Company. (biv) 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 Notwithstanding any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either other provision of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, if at the time of Executive’s separation from service (as defined in Code Section 409A), Executive is a “Specified Employee”, then the Company will defer the payment or commencement of any nonqualified deferred compensation subject to Code Section 409A payable upon separation from service (without any reduction in such amount shall be delayed payments or benefits ultimately paid or provided to Executive) until the date that is six (6) months following separation from service or, if earlier, the earliest other date as required by is permitted under Code section 409A, Section 409A (and the accumulated postponed amount shall any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum payment within ten (10) days on the day after the end expiration of the six (6) month period or such shorter period, if applicable). If Executive will be a “Specified Employee” for purposes of this Agreement if, on the date of Executive’s separation from service, Executive dies during is an individual who is, under the postponement period prior method of determination adopted by the Company designated as, or within the category of executives deemed to be, a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination. (v) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the postponed amount, the amounts withheld on account meaning of section Code Section 409A shall be paid to the personal representative upon or following a termination of the ExecutiveEmployee’s estate employment unless such termination is also a “separation from service” within sixty (60) days after the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, such separation from service shall be made by the Board in accordance with the provisions date of Code sections 416(i) and 409A.termination for purposes of any such payment or benefits.

Section 409A. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. Severance benefits under the Agreement are intended to be exempt from Section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by Section 409A of the Code, if the Executive is considered a “specified employee” for purposes of Section 409A of the Code and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Section 409A of the Code, payment of such amounts shall be interpreted to avoid delayed as required by Section 409A of the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at Code, and the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment accumulated amounts shall be provided paid in full at a lump sum payment within ten days after the earliest time thereafter when such sanctions will not end of 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 of the Code shall be imposed. The preceding provisions, however, shall not 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 construed as made upon a guarantee by the Company termination of any particular tax effect to Executive employment under this AgreementAgreement may only be made upon a “separation from service” under Section 409A of the Code. For purposes of Code section 409ASection 409A of the Code, each payment under this Agreement hereunder shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a 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 Notwithstanding any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either provision of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount in no event shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative timing of the Executive’s estate within sixty (60) days after the date execution of the Executive’s death. A “key employee” shall mean an employee whoRelease, at directly or indirectly, result in the Executive designating the calendar year of payment of any time during amounts of deferred compensation subject to Section 409A of the 12-month period ending on Code, and if a payment that is subject to execution of the identification dateRelease could be made in more than one taxable year, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, payment shall be made by in the Board later taxable year. (c) All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the provisions requirements of Code sections 416(iSection 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the 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 no later than the last day of the calendar year following the year in which the expense is incurred, and 409A.(iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. The Executive and the Company acknowledge that each of the payments and benefits promised to the Executive under this letter must either comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (atogether, “Code Section 409A”) or qualify for an exception from compliance. This Agreement letter 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 construed and administered in such benefit or payment manner as shall be provided in full at necessary to effect compliance with, or an exemption from, Code Section 409A; provided, the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, 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 Agreementletter. For With respect to payments under this letter, for purposes of Code section Section 409A, each payment under this Agreement shall will be treated considered as a separate payment and the right to a series one of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may The Executive and the ExecutiveCompany further agree that, directly or indirectly, designate to the calendar year of payment. (b) To the maximum extent permitted under Code section 409Anot otherwise exempt, the cash severance payments payable under termination benefits described in this Agreement agreement are intended to comply with the ‘be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended deferrals or as payments pursuant to comply with the ‘a separation pay exception’ plan pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). If a payment obligation under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following this letter arises on account of the Executive’s termination date that does not qualify within either 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 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 foregoing exceptions and is deemed Executive’s “separation from service” (as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “key specified employee” of a publicly traded corporation (as defined under section 409A at the time of his separation from service and if Treasury Regulation Section 1.409A-1(h)), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the Excess Amount under this Agreement exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is required scheduled to be delayed for a period of paid within six (6) months after such separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, accrue without interest and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after on the end first day of the six seventh (67th) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days beginning after the date of the Executive’s death. A “key employee” shall mean an employee whoseparation from service or, at any time during if earlier, within fifteen (15) days after the 12-month period ending on appointment of the identification date, personal representative or executor of the Executive’s estate following the Executive’s death solely to the extent such a delay is a “specified employee” required to avoid the imposition of excise taxes under Code section 409ASection 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as determined by specified under this letter, such reimbursement of expenses or provision of in-kind benefits shall be subject to the Boardfollowing 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 provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in its sole discretion. The determination Section 105(b) of key employeesthe Code, including if any; (ii) the number and identity reimbursement of persons considered key employees and the identification date, an eligible expense shall be made by no later than the Board end of the year after the year in accordance with which such expense was incurred; and (iii) the provisions right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If any provision of this letter or any payment made hereunder fails to meet the requirements of Code sections 416(i) Section 409A, the Company shall have no liability for any tax, penalty or interest imposed on the Executive by Code Section 409A, and the Executive shall have no recourse against the Company for payment of any such tax, penalty, or interest imposed by Code Section 409A.

Section 409A. (a) This The compensation and benefits under this Agreement shall are intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other official guidance promulgated and issued thereunder (collectively, “Section 409A”), and this Agreement will 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. a manner consistent with that intent. b) The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive you under this Agreement. For purposes of Code section 409A, each The Company shall not be liable to you for any payment made under this Agreement shall be treated as a separate that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment and the right to a series of installment payments made under this Agreement shall be treated as a right an amount includible in gross income under Section 409A. c) References to a series “termination of separate payments. In no event may employment” and similar terms used in this Agreement mean, to the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section necessary to comply with Section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is you first incur a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment service” within the meaning of the Excess Amount under this Agreement is required to be delayed for a period of six (6Section 409A. d) months after separation from service pursuant to Code section 409A, then notwithstanding Notwithstanding anything in this Agreement to the contrary, payment if at the time of such amount shall be delayed as required by Code section 409A, and your separation from service with the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is Company you are a “specified employee” under Code section as defined in Section 409A, and any payment payable under this Agreement as determined a result of such separation from service is required to be delayed by six months pursuant to Section 409A, then the Board, in its sole discretionCompany will make such payment on the date that is six months following your separation from service with the Company. The determination amount of key employees, including such payment will equal the number and identity sum of persons considered key employees and the identification payments that would have been paid to you during the six-month period immediately following your separation from service had the payment commenced as of such date, . Each payment under this Agreement shall be made by designated as a “separate payment” within the Board in accordance with the provisions meaning of Code sections 416(i) and Section 409A.

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 Section 409A of the ‘Code, including the exceptions for short-term deferrals, separation pay exception’ arrangements, reimbursements, and in-kind distributions, and shall be administered, construed and interpreted in accordance with such intent. Each payment under Treas. Reg. §1.409A-1(b)(9)(iii) this Agreement or any benefit plan of Employer is intended to be treated as one of a series of separate payments for purposes of Section 409A of the Code. To the extent any reimbursements or in-kind benefit payments under this Agreement are 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 provision; provided, however, any amount payable provisions). Notwithstanding anything herein to the contrary, to the extent Executive during the six-month period following the Executive’s termination date that does not qualify within either is considered a “specified employee” (as defined in Section 409A of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A Code) at the time of his separation from service and if would be entitled to a payment upon separation from service during the six-month period beginning on Executive’s date of termination that is not otherwise excluded under Section 409A of the Excess Amount Code under the 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 six-month anniversary of Executive’s date of termination or Executive’s death and 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 under this Agreement is required to be delayed for 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 of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409Awithin the sole discretion of Employer, and Executive shall have no right (directly or indirectly) to determine the accumulated postponed amount shall be paid year in which such payment is made. In the event a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to straddles two consecutive calendar years, the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made 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 may not be accelerated except to the extent permitted by Section 409A of the Board in accordance with the provisions of Code sections 416(i) and 409A.Code.

Section 409A. 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 (a) This Agreement shall the “Code”), and the regulations thereunder (collectively, “Section 409A”). To the extent required to comply with or be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit canexempt from Section 409A, you will not be provided or made considered to have terminated employment with the Company for purposes of this Agreement, and no payment will be due to you under this Agreement, until you have incurred a “separation from service” from the Company within the meaning of Section 409A (after giving effect to the presumptions set forth therein). If you are determined to be a “specified employee” at the time specified herein without incurring of your separation from service then, to the extent necessary to prevent any accelerated or additional taxes tax under Code section Section 409A, then such benefit or payment shall be provided in full at of 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 amounts payable under this AgreementAgreement will be delayed until the earlier of (i) the date that is six months and one day following your separation from service or (ii) your death. For purposes of Code section 409A, each payment under Each amount paid to you pursuant to this Agreement shall be treated as a separate payment for purposes of Section 409A and the right to a series of installment payments under this Agreement shall be treated as a the 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 required to comply with Section 409A, if the cash period available to execute (and not revoke) the Separation Agreement spans two calendar years, the Cash Severance Payment, the COBRA Payment, the Change in Control Severance Payment or the Death/Disability Payment will be paid in the second calendar year. To the extent required to comply with Section 409A, a Change in Control will not be deemed to occur for purposes of this Agreement unless it is a “change in 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 payments described in Section 1(b) of this Agreement 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). Any reimbursement payable under this Agreement are intended that is subject to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount Section 409A is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements following additional rules: (A) the amount of Code section 409A, then such expenses eligible for reimbursement during any taxable year shall not affect the 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 expenses eligible for reimbursement in any other taxable year; (B) reimbursement of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount expense shall be delayed as required by Code section 409Amade, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after if at all, promptly, but not later than the end of the six calendar year following the calendar year in which the expense was incurred, and (6C) month periodthe right to reimbursement shall not be subject to liquidation or exchange for any other benefit. If Notwithstanding the Executive dies during the postponement period prior foregoing or anything to the payment contrary in this Agreement, neither the Company nor any other person will be liable to you by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted with respect to any of the postponed amountpayments under this Agreement, the amounts withheld on account of section 409A shall be paid to the personal representative including by reason of the Executive’s estate within sixty (60) days after failure of this Agreement to satisfy the date applicable requirements of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, Section 409A 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 form or in accordance with the provisions of Code sections 416(i) and 409A.operation.

Section 409A. To the extent applicable, the parties hereto intend that this Agreement comply with Section 409A of the Code and all guidance or regulations thereunder (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 “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 parties hereby agree that this Agreement shall at all times be treated as construed in a separate payment manner to comply with Section 409A and the right to a series of installment payments under this Agreement shall that should any provision 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 found not in compliance with Section 409A, the cash severance payments payable under parties are hereby contractually obligated to execute any and all amendments to this Agreement deemed necessary and required by legal counsel for the Company to achieve compliance with Section 409A. By execution and delivery of this Agreement, the Executive irrevocably waives any objections he may have to the amendments required by Section 409A. In the event amendments are intended required to be made to this Agreement to comply with Section 409A, the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended Company shall use its commercially reasonable best efforts 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 provide the Executive during with substantially the six-month period following same benefits and payments he would have been entitled to pursuant to this Agreement had Section 409A not applied, but in a manner that is compliant with Section 409A. The manner in which the Executive’s termination date that does not qualify within either immediately preceding sentence shall be implemented shall be the subject of good faith negotiations of the foregoing exceptions and parties. The parties also agree that in no event shall any payment required to be made pursuant to this Agreement that is deemed as considered deferred compensation subject to within the requirements meaning of Code section 409A, then such amount shall hereinafter Section 409A be referred to accelerated in violation of Section 409A. The parties further agree that any payments of deferred compensation that are made as the ‘Excess Amount.’ If the Executive is a “key employee” result of a publicly traded corporation under section 409A at the time of his separation from service and if payment of cannot commence under Section 409A until the Excess Amount under this Agreement is required to be delayed for a period lapse of six (6) months after a separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative or death of the Executive’s estate within sixty (60) days after , if earlier), to the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, extent that Executive is determined to be a “specified employee” (as that term is defined in Section 409A) and a six-month delay is required under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, Section 409A. Any payment or portion thereof that must be delayed pursuant to this “specified employee” rule shall be made by the Board paid, along with any interest accrued in accordance with this Agreement, in the provisions of Code sections 416(iseventh (7th) and 409A.month following the Executive’s separation.

Section 409A. (a) This It is the intent of the parties that the payments and benefits under this Letter Agreement shall attributable to the rendering of the Services will be interpreted to avoid exempt from or otherwise comply with the imposition provisions 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 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, and each payment under this Letter Agreement shall will be treated as a separate payment and the right to a series for purposes of installment payments under this Agreement shall be treated as a right to a series of separate payments. Section 409A. In no event may the Executiveyou, directly or indirectly, designate the calendar year of payment. (b) To . The parties intend that the maximum extent permitted terms and provisions of this Letter Agreement will be interpreted and applied in a manner that satisfies the requirements and exemptions of Section 409A. All reimbursements of costs and expenses or in-kind benefits provided under Code section this Letter Agreement will be made or provided in accordance with Section 409A, including, where applicable, that the cash severance payments payable under right to reimbursement or in-kind benefits will not be subject to liquidation and may not be exchanged for any other benefit, the amount of expenses eligible for reimbursement (or in-kind benefits paid) in one year will not affect amounts reimbursable or provided as in-kind benefits in any subsequent year, and all expense reimbursements that are taxable income to you will in no event be paid later than the end of the calendar year next following the year in which you incur the expense. Notwithstanding any provision of this Letter Agreement are intended to the contrary, if necessary 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)(iiirestriction in Section 409A(a)(2)(B) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed Code concerning payments to “specified employees” (as deferred compensation subject to the requirements defined in Section 409A) any payment on account 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 your separation from service and if payment of the Excess Amount under this Agreement is required to that would otherwise be delayed for a period of due hereunder within six (6) months after such separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall will nonetheless be delayed as required by Code section 409A, until the first business day of the seventh month following your date of termination and the accumulated postponed first such payment will include the cumulative amount shall be of any payments that would have been paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the such date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.if not for such restriction.

Section 409A. (a) This Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of Section 409A of the Code, to the extent applicable, and this Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the imposition of Code. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A and, if necessary, any additional taxes under Code section 409A. such provision shall be deemed amended to comply with Section 409A and regulations thereunder. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes sanctions under Code section 409ASection 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. The preceding provisionsExcept to the extent permitted under Section 409A, howeverin no event may Executive, shall not be construed as a guarantee by directly or indirectly, designate the Company calendar year of any particular tax effect to Executive payment under this Agreement. For purposes of Code section 409A, each Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall is to 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 Notwithstanding any provision to the maximum extent permitted under Code section 409Acontrary in this Agreement, if on the date of the Executive’s termination of employment, the cash Executive is a “specified employee” (as such term is defined in section 409A(a)(2)(B)(i) of the Code and its corresponding regulations) as determined by the Board (or its delegate) in accordance with its “specified employee” determination policy, then all 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 benefits payable to the Executive during the six-month period following the Executive’s termination date under this Agreement that does not qualify within either of the foregoing exceptions and is deemed as constitute deferred compensation subject to the requirements of Section 409A of the Code section 409A, then such amount shall hereinafter be referred that are payable to as Executive within the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his six (6) month period following Executive’s separation from service and if payment of the Excess Amount under this Agreement is required to shall be delayed postponed for a period of six (6) months after following Executive’s “separation from service service” with the Company (or any successor thereto). Any payments delayed pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall Section 15.8(b) will be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid made in a lump sum payment within ten (10) days after on the end of the Company’s first regularly scheduled payroll date for Peer Executives that follows such six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amountor, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after if earlier, the date of the Executive’s death. A , and any remaining payments required to be made under this Agreement will be paid upon the schedule otherwise applicable to such payments under this Agreement. (c) Notwithstanding any other provision to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “key employeedeferred compensation” (as such term is defined in Section 409A of the Code and the Treasury Regulations promulgated thereunder) upon or following a termination of employment unless such termination is also a “separation from service” from the Company within the meaning of Section 409A of the Code and Section 1.409A-1(h) of the Treasury Regulations and, for purposes of any such provision of this Agreement, references to a “separation,” “termination,” “termination of employment” or like terms shall mean an employee who“separation from service.” (d) Notwithstanding any other provision to the contrary, at in no event shall any time payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code and the Treasury Regulations promulgated thereunder be subject to offset by any other amount unless otherwise permitted by Section 409A of the Code. (e) To the extent that any reimbursement, fringe benefit or other similar plan or arrangement in which Executive participates during the 12-month period ending term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (1) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the identification dateamount that may be reimbursed or paid); (2) subject to any shorter time periods provided herein or the applicable plans or arrangements, is a “specified employee” any reimbursement or payment of an expense under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall such plan or arrangement must be made by on or before the Board last day of the calendar year following the calendar year in which the expense was incurred; and (3) any such reimbursement or payment may not be subject to liquidation or exchange for another benefit, all in accordance with Section 1.409A-3(i)(1)(iv) of the provisions Treasury Regulations. (f) By accepting this Agreement, Executive hereby agrees and acknowledges that the Company does not make any representations with respect to the application of Section 409A of the Code sections 416(i) and 409A.to any tax, economic or legal consequences of any payments payable to Executive hereunder. Additionally, by the acceptance of this Agreement, Executive acknowledges that Executive has obtained independent tax advice regarding the application of Section 409A of the Code to the payments due to Executive hereunder.

Section 409A. It is intended that this Agreement will comply with Section 409A of the Code and any regulations and guidelines promulgated thereunder (a) This collectively, “Section 409A”), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. Notwithstanding any provision to avoid the imposition contrary in this Agreement, if you are deemed on the date of your “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any additional taxes payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code section 409A. If (after taking into account any applicable exceptions to such requirement), such 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 made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of your “separation from service,” or (ii) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 18 (whether they would have otherwise been payable in full at a single sum or in installments in the earliest time thereafter when absence of such sanctions will not delay) shall be imposed. The preceding provisions, however, shall not be construed as paid or reimbursed to you in a guarantee by the Company of lump sum and any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment remaining payments due 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 paid 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 provided in accordance with the ‘short-term deferral exception’ under Treasnormal payment dates specified for them herein. Reg. §1.409A-1(b)(4), and Notwithstanding any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either provision of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment for purposes of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end any provision of the six (6) month period. If the Executive dies during the postponement period prior to this Agreement providing for the payment of any amounts upon or following a termination of service that are considered deferred compensation under Section 409A, references to your “termination of service” (and corollary terms) with the postponed amount, the amounts withheld on account of section 409A Company shall be paid construed to refer to your “separation from service” (within the personal representative meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. The Agreement may be amended in any respect deemed necessary by the Committee in order to preserve compliance with Section 409A of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.Code.

Section 409A. The intent of the parties hereto is that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (athe “Code”), and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) This and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered 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 imposedcompliance therewith. 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 Each payment under this Agreement shall be treated as a separate payment for purposes of Section 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 right to meaning of Section 409A). Whenever a series of installment payments payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be treated as a right to a series made within 30 days following the date of separate paymentstermination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may will you have the Executiveability to, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable any payment under this Agreement are intended to comply with the ‘short-term deferral exception’ under TreasAgreement. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his your separation from service and if payment of (as defined in Section 409A) with 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 409ACompany, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is you are a “specified employee” (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 section 409Afor 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, as determined provided that in no event shall the reimbursements or in-kind benefits to be provided by the BoardCompany in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, nor shall your right to reimbursement or in-kind benefits be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.subject to liquidation or exchange for another benefit.

Section 409A. All amounts payable under this Agreement are intended to comply with the “short term deferral” exception from Section 409A specified in Treas. Reg. § 1.409A-1(b)(4) (aor any successor provision) This or the “separation pay plan” exception specified in Treas. Reg. § 1.409A-1(b)(9) (or any successor provision), or both of them, and shall be interpreted in a manner consistent with the applicable exceptions. Notwithstanding the foregoing, to the extent that any amounts payable in accordance with this Agreement are subject to Section 409A, this Agreement shall be interpreted and administered in such a way as to avoid comply with Section 409A to the imposition maximum extent possible. Each installment payment 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 compensation under this Agreement shall be treated as a separate payment and the right to a series of installment payments under compensation for purposes of applying Section 409A. The severance amounts described in this Agreement shall be treated paid only upon the occurrence of an involuntary “separation from service,” as defined in Section 409A. If payment of any amount subject to Section 409A is triggered by a right to separation from service that occurs while the Employee is a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. “specified employee” (b) To the maximum extent permitted under Code section as defined by 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 if such amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required scheduled to be delayed for a period of paid within six (6) months after such separation from service pursuant to Code section 409Aservice, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, accrue without interest and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days the first business day after the end of the six (6) 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 payment will occur in the later year. Nothing in this Agreement or the Plan shall be construed as 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 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 dies during the postponement period prior being subject to the payment of the postponed amountinterest or any additional tax under Section 409A, the amounts withheld on account parties agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of section 409A any such interest or additional tax under Section 409A, which amendment shall have the minimum economic effect necessary to the Executive and shall not result in any additional cost to the Company, unless it agrees otherwise to incur such cost, and shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as reasonably determined in good faith by the Board, in its sole discretion. The determination of key employees, including the number Company and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.Executive.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes penalty sanctions under Internal Revenue Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes sanctions 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 Notwithstanding anything in this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409Acontrary, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive if Employee is a “key specified employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount any amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) 10 days after the end of the six (6) six-month period. If the Executive Employee 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 ExecutiveEmployee’s estate within sixty (60) 60 days after the date of the ExecutiveEmployee’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key specified employees, including the number and identity of persons considered key specified employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(iSection 409A and the regulations issued thereunder. (c) This Agreement is intended to comply with section 409A and 409A.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 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 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 shall be for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. Notwithstanding anything in this Agreement or elsewhere to the contrary: (a) If the Executive is a “specified employee” as determined pursuant to Section 409A of the Code as of the date of the Executive’s “separation from service” (within the meaning of Section 409A of the Code) and if any payment or benefit provided for in this Agreement or otherwise both (x) constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and (y) cannot be paid or provided in the manner otherwise provided without subjecting the Executive to additional tax, interest or penalties under Section 409A of the Code, then any such payment or benefit shall be delayed until the earlier of (i) the date which is six (6) months after his “separation from service” for any reason other than death, or (ii) the date of the Executive’s death. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. Any payment or benefit otherwise payable or to be provided to the Executive upon or in the six (6) month period following the Executive’s “separation from service” that is not so paid or provided by reason of this Section 20(a) shall be accumulated and paid or provided to the Executive in a single lump sum, not later than the fifth day after the date that is six (6) months after the Executive’s “separation from service” (or, if earlier, the fifteenth day after the date of the Executive’s death) together with interest for the period of delay, compounded annually, equal to the prime rate (as published in The Wall Street Journal), and in effect as of the date the payment or benefit should otherwise have been provided. (b) It is intended that any amounts payable under this Agreement and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. (c) Any reimbursement payment due 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 AgreementAgreement shall be paid to the Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. For purposes The benefits and reimbursements pursuant to such provisions are not subject to liquidation or exchange for another benefit and the amount of Code section 409A, each payment under such expenses eligible for reimbursement or such benefits that the Executive receives in one taxable year shall not affect the expenses eligible for reimbursement or the amount of such benefits that the Executive receives in any other taxable year. (d) Each item of remuneration referred to in this Agreement shall be treated as a separate payment and the right to a series for purposes 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 during the six-month period following the Executive’s termination date that does not qualify within either Section 409A of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess AmountCode.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.

Section 409A. Notwithstanding any provision of the Agreement to the contrary, the following provisions shall apply for purposes of complying with Section 409A of the Internal Revenue Code and applicable Treasury authorities (a“Section 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 Agreement Section 6.04a shall be interpreted to avoid the imposition applied by accumulating all payments that otherwise would have been paid within six months 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 Employee’s Termination and paying such benefit or payment shall be provided in full accumulated amounts at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by date which complies with the Company requirements of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement Section 409A. Employee shall be treated as a separate payment and “specified employee” for 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 during the sixtwelve-month period following the Executive’s termination date that does not qualify within either beginning on April 1 of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive a year if Employee is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment as defined in Section 416(i) of the Excess Amount Internal Revenue Code (without regard to Section 416(i)(5)) as of December 31 of the preceding year. b. If any provision of the Agreement would result in the imposition of an applicable tax under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section Section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, Employee and the accumulated postponed amount shall Company agree that such provision will be paid in a lump sum payment within ten (10) days after the end reformed to avoid imposition of the six (6) month period. If the Executive dies during the postponement period prior applicable tax and no action taken to the payment of the postponed amount, the amounts withheld on account of section comply with Section 409A shall be paid deemed to the personal representative of the Executiveadversely affect Employee’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.rights or benefits hereunder.

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 All amounts payable under this Agreement are intended to either not constitute “deferred compensation” or comply with the ‘short-“short term deferral exception’ deferral” exception each as defined under Treas. Reg. §1.409A-1(b)(4)Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder (“Section 409A”) and shall be interpreted in a manner consistent with those exceptions. Notwithstanding the foregoing, to the extent that any remaining amount is intended 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 the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable applicable provisions of Section 409A to the Executive during the six-month period following the Executive’s termination date that does not qualify within either maximum extent possible. “Termination of the foregoing exceptions and is deemed employment,” “resignation” or words of similar import, as used in this Agreement shall mean, with respect to any payments of deferred compensation subject to Section 409A of the requirements Code, Colleague’s “separation from service” as defined in Section 409A. Colleague shall not have the ability to control, directly or indirectly, the timing of Code section any payments of deferred compensation subject to Section 409A. Any payments that are deferred compensation subject to Section 409A, then and that could occur in one of two years depending on the timing of an action by Colleague, such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” delivery of a publicly traded corporation release, will always occur in the later year. In addition and solely to the extent required by Section 409A, no payments that are deferred compensation subject to Section 409A will be made to Colleague prior to the earlier of (a) the expiration of the six (6)-month period measured from the date of Colleague’s “separation from service” (as such term is defined in Treasury Regulations issued under section 409A Section 409A) or (b) the date of Colleague’s death, if Colleague is deemed at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” within the meaning of that term under Section 409A(a)(2) of the Code section 409A, as determined by and to the Board, extent such delayed commencement is otherwise required in its sole discretionorder to avoid a prohibited distribution under Section 409A(a)(2) of the Code. The determination of key employees, including All payments and benefits which had been delayed pursuant to the number and identity of persons considered key employees and the identification date, immediately preceding sentence shall be made by the Board paid (without interest) to Colleague in accordance with the provisions a lump sum upon expiration of Code sections 416(i) and 409A.such six-month period (or if earlier upon Colleague’s death).

Section 409A. To the extent (ai) This Agreement shall be interpreted any payments to avoid which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment with Company constitute deferred compensation subject to Section 409A of the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made and (ii) Executive is deemed at the time specified herein without incurring additional taxes of such termination of employment to be a “specified” employee under Code section 409ASection 409A of the Code, then such benefit payment or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, payments shall not be construed as a guarantee by made or commence until the Company earlier of any particular tax effect to Executive under this Agreement. For purposes (A) the expiration 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 six (6)-month period measured from the Executive, directly ’s “separation from service” (within the meaning of Section 409A of the Code); or indirectly, designate (B) the calendar year date 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 ‘Executive’s death following such “separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provisionfrom service”; provided, however, any amount payable 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 during the six-month period following the Executive’s termination date that does not qualify within either would otherwise be liable under Section 409A(a)(1)(B) of the foregoing exceptions and is deemed as deferred compensation subject to Code in the requirements absence of Code section 409A, then such amount shall hereinafter be referred to as deferral. Upon 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 expiration of the Excess Amount under applicable deferral period, any payments which would have otherwise been made during that period in the absence of this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A paragraph shall be paid to Executive or Executive’s beneficiary in one lump sum (without interest). To the personal representative extent that any provision of this Agreement is ambiguous as to its exemption or compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder are exempt from Section 409A to the maximum permissible extent, and for any payments where such construction is not tenable, that those payments comply with Section 409A to the maximum permissible extent. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement (or referenced in this Agreement) are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” regulations under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and Section 409A.

Section 409A. (a) This Agreement is intended to meet, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and interpretive guidance promulgated thereunder (collectively, “Section 409A”), with respect to amounts subject thereto, and shall be interpreted and construed consistent with that intent. No expenses eligible for reimbursement, or in-kind benefits to avoid be provided, during any calendar year shall affect the imposition amounts eligible for reimbursement in any other calendar year, to the extent subject to the requirements 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 Section 409A, then and no such benefit right to reimbursement or payment right to in-kind benefits 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 subject to liquidation or exchange for any particular tax effect to Executive under this Agreementother benefit. For purposes of Code section Section 409A, each payment in a series of installment payments provided under this Agreement shall be treated as a separate payment and the right payment. Any payments to a series of installment payments be made under this Agreement upon a termination of employment shall only be treated made upon a “separation from service” under Section 409A as a right to a series determined by the Company based on the advice of separate paymentsits tax advisor. 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 If amounts payable under this Agreement are intended to comply with do not qualify for exemption from Section 409A at the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the time of Executive’s termination date that does not qualify within either of the foregoing exceptions separation from service and is therefore are deemed as deferred compensation subject to the requirements of Code section 409ASection 409A on the date of such separation from service, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the if Executive is a “key specified employee” under Section 409A, as determined by the Company based on the advice of a publicly traded corporation under section 409A at its tax advisor, on the time date of his Executive’s separation from service and if service, payment of the Excess Amount under this Agreement is required to amounts hereunder shall be delayed for a period of six (6) months after from the date of Executive’s separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as if required by Code section 409A, and the Section 409A. The accumulated postponed amount shall be paid in a lump sum payment within ten (10) 10 days after the end of the six (6) six-month period. Based on the foregoing, it is currently contemplated that the release of shares from the rabbi trust benefiting the Executive will occur no earlier than six months after the Executive’s separation from service, which under this agreement is January 15, 2019. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) 10 days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A..

Section 409A. (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 extent applicable. Separation pay provided under this Letter Agreement is 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 interpreted paid under the applicable exception. Notwithstanding anything in this Letter Agreement to the contrary, if you are considered a “specified employee” for purposes of Section 409A and 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, to avoid the imposition application of any additional taxes under Code section 409A. If any Section 409A to amounts payable hereunder, payment or benefit cannot of such amounts shall be provided or made at the time specified herein without incurring additional taxes under Code section delayed as required by Section 409A, then such benefit or payment and the accumulated amounts shall be provided paid in full at a lump sum payment after the earliest time thereafter when such sanctions will end of the six-month period, but not later than 10 days thereafter. (b) All separation payments to be imposed. The preceding provisions, however, shall not be construed as made upon a guarantee by the Company termination of any particular tax effect to Executive service under this Agreement. Letter Agreement may only be made upon a “separation from service” under Section 409A. For purposes of Code section Section 409A, each payment under this Agreement shall be treated as a separate payment and the any 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 Executiveyou, directly or indirectly, designate the calendar year of a payment. (b) To . All reimbursements and in-kind benefits provided under the maximum extent permitted under Code section 409A, the cash severance payments payable under this Letter Agreement are intended to comply shall be made or provided in accordance with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409ASection 409A to avoid the application of Section 409A to such amounts, then such including, where applicable, the requirement that: (i) any reimbursement is for expenses incurred during the period of time specified in this Letter Agreement; (ii) the amount shall hereinafter 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 referred to as provided, in any other calendar year; (iii) the ‘Excess Amount.’ If reimbursement of an eligible expense will be made no later than 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 last day of the Excess Amount under this Agreement calendar year following the year in which the expense is required incurred; and (iv) the right to be delayed reimbursement or in kind benefits is not subject to liquidation or exchange for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding another benefit. Notwithstanding anything in this Letter Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end any right of the six (6) month period. If the Executive dies during the postponement period prior Company to the payment of the postponed amount, the amounts withheld on account of section 409A shall offset or otherwise reduce any sums that may be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined due or become payable by the BoardCompany to you or for your account, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification dateby any overpayment or indebtedness, shall be made subject to limitations imposed by the Board in accordance with the provisions of Code sections 416(i) and Section 409A.

Section 409A. (a) This It is intended that this Agreement will comply with, or be exempt from, Section 409A of the Code and any regulations and guidelines promulgated thereunder, to the extent the Agreement is subject thereto, and the Agreement shall be interpreted to avoid the imposition of on a basis consistent with such intent. Notwithstanding 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 provision 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 to the contrary: (a) the payment and the right to (or commencement of a series of installment payments under payments) hereunder of any nonqualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such nonqualified deferred compensation (calculated as of the date of Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to the Executive on the schedule set forth in this Agreement shall be treated as a right to a series if the Executive had undergone such termination of separate payments. In no event may employment (under the Executive, directly or indirectly, designate same circumstances) on the calendar year date of paymenthis ultimate “separation from service.” (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If if the Executive is a “key specified employee” of a publicly traded corporation the Company under section Section 409A of the Code at the time of his separation from service and if payment of the Excess Amount any amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to meet the contraryrequirements of Section 409A(a)(2)(B)(i) of the Code, payment of such amount shall be delayed as required by Code section Section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) 10 days after the end of the six (6) six-month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) 60 days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employeeswhether Executive is a specified employee, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections Sections 416(i) and 409A.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 Agreement shall be treated as a separate payment for purposes of 409A of the Code. 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 the Company. In no event may the Executive, directly or indirectly, designate the calendar year of 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 Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a fiscal year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other fiscal year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect, (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 (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Any tax gross-up payment provided for under this Agreement shall in no event be paid to the Executive later than December 31 of the calendar year following the calendar year in which such taxes are remitted by the Executive.

Section 409A. (a) 8.1. This Agreement is intended to comply with Section 409A of the Code, as amended (“Section 409A”) and shall be interpreted to avoid construed accordingly. It is the imposition intention of any additional taxes the Parties that payments or benefits payable under Code section 409A. If any payment or benefit canthis Agreement not be provided subject to the additional tax or made at interest imposed pursuant to Section 409A. To the time specified herein without incurring additional taxes under Code section extent such potential payments or benefits are or could become subject to Section 409A, then 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 benefit tax or payment shall be provided in full at the earliest time thereafter when such sanctions will not be interest being imposed. The preceding provisions; provided, however, that no such amendment shall not materially increase the cost to, or impose any liability on Company with respect to any benefits contemplated or provided hereunder. Executive shall, at the request of Company, take any reasonable action (or refrain from taking any action), required to comply with any correction procedure promulgated pursuant to Section 409A. 8.2. If a payment that could be construed as a guarantee by the Company of any particular tax effect to Executive made under this Agreement. For purposes of Code section Agreement would be subject to additional taxes and interest under Section 409A, each Company 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). 8.3. No payment to be made under this Agreement shall be treated as made at a separate 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 (ii) a payment that would otherwise not be subject to additional taxes and the interest under Section 409A. 8.4. The right to a series of installment payments under each payment described in this Agreement shall be treated as a right to a series of separate paymentspayments and a separately identifiable payment for purposes of Section 409A. 8.5. In no event may For purposes of Section 6 of this Agreement, “termination” (or any similar term) when used in reference to Executive’s employment shall mean “separation from service” with Company within the Executivemeaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder, directly or indirectlyand Executive shall be considered to have terminated employment with Company when, designate and only when, Executive incurs a “separation from service” with Company within the calendar year meaning of paymentSection 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder. (b8.6. If Executive qualifies as a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions Code and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if would receive any payment of the Excess Amount under this Agreement is required to be delayed for a period of sooner than six (6) months after Executive’s separation from service that, absent the application of this Section 18(f), would be subject to additional tax imposed pursuant to Code section 409ASection 409A as a result of such status as a specified employee, then notwithstanding anything in this Agreement to such payment shall instead be payable on the contrary, payment date that is the earliest of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10i) days after the end of the six (6) month periodmonths after Executive’s separation from service, (ii) Executive’s death, or (iii) such other date as will not result in such payment being subject to such additional tax. 8.7. If the Executive dies during the postponement period prior A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the postponed amountmeaning of Code Section 409A and, the amounts withheld on account for purposes of section 409A shall be paid any such provision of this Agreement, references to the personal representative a “termination,” “termination of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employeeemployment” or like terms shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.separation from service.”

Section 409A. (a) This Letter Agreement is intended to comply with Section 409A of the Code and its corresponding regulations, or an exemption, and payments, rights and benefits may only be made or satisfied under this Letter Agreement upon an event and in a manner permitted by Section 409A, to the extent applicable. Severance benefits under this Letter Agreement are intended to be exempt from Section 409A under the “separation pay exception,” to the maximum extent applicable. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be interpreted to avoid paid under 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 Agreementapplicable exception. For purposes of Code section the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Letter Agreement shall be treated as a separate payment of compensation for purposes of applying the Section 409A deferral election rules and the right to a series of installment payments exclusion 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 ‘Section 409A for certain short-term deferral exception’ under Treasamounts. 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 Notwithstanding anything in this Letter Agreement to the Executive during the six-month period following the Executive’s termination date that does not qualify within either contrary, if you are considered a “specified employee” for purposes of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 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 (i) if payment of the Excess Amount any amounts under this Letter Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section Section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount amounts shall be delayed as required by Code section Section 409A, and the accumulated postponed amount amounts and interest on such amounts (calculated based on the Applicable Federal Rate in effect on the date of termination) shall be paid in a lump sum payment within ten (10) days after the end of the six-month period and (ii) in the event any equity compensation awards held by you that vest upon termination of your employment constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, 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 (6months after separation from service pursuant to Section 409A) month periodor event under Section 409A on which the Shares or cash would otherwise be delivered or paid. If the Executive dies you die during the postponement period prior to the payment of the postponed amountany amounts or benefits or delivery of Shares, the amounts withheld and entitlements delayed on account of section Section 409A shall be paid or provided to the personal representative of the Executive’s your estate within sixty (60) 60 days after the date of your death. (b) All payments to be made upon a termination of employment under this Letter Agreement may only be made upon a “separation from service” under Section 409A. In no event may you, directly or indirectly, designate the Executive’s deathcalendar year of a payment. A 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 “key employeechange in ownership or effective control” or a change in the “ownership of a substantial portion of the assets” of the Company under Section 409A of the Code, and the 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 assets” of the Company, such amounts shall mean an employee who, at any time during the 12-month period ending become vested and nonforfeitable but shall be distributed on the identification date, is a “specified employee” otherwise applicable distribution date or event. All reimbursements and in-kind benefits provided under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, this Letter Agreement shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(iSection 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during 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 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 no later than the last day of the calendar year following the year in which the expense is incurred; and 409A.(iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. 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 applicable tax authority, and in any event prior to the end of the calendar year next following the calendar year in which the applicable taxes (and any income or other related taxes or interest or penalties thereon) are remitted to the applicable taxing authority.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes penalty sanctions under Internal Revenue Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes sanctions 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. . (b) The preceding provisions, however, shall parties agree that Muther is not be construed a “specified employee” for purposes of section 409A as a guarantee by of the Company date of any particular tax effect to Executive under this Agreement. Notwithstanding anything in this Agreement to the 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 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 All reimbursements and in kind benefits provided under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(isection 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during 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 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 409A.(iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 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 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 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)(41.409Al(b)(4), and any remaining amount is intended to comply with the ‘“separation pay exception’ ” under Treas. Reg. §1.409A-1(b)(9)(iii1.409A-l(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 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 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 Section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section Section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) 10 days after the end of the six (6) 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 Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) 60 days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section Section 409A, as determined by the 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 the provisions of Code sections Sections 416(i) and 409A.

Section 409A. (a) This 14.1. It is the intention of the Company that all payments and benefits under this Agreement shall be made and provided in a manner that is either exempt from or intended to avoid taxation under Section 409A, to the extent applicable. Any ambiguity in this Agreement shall be interpreted to avoid comply with the imposition above. The Executive acknowledges that the Company has made no representations as to the treatment of any additional taxes under Code section 409A. If any payment the compensation and benefits provided hereunder and the Executive has been advised to obtain his own tax advice. 14.2. Each amount 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 payable pursuant to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as deemed a separate payment and the right to a series for purposes of installment payments Section 409A. 14.3. For all purposes 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, howeverAgreement, any amount payable iteration of the word “termination” (e.g., “terminated”) with respect to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409Aemployment, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is mean a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment within the meaning 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 Section 409A. 14.4. Notwithstanding anything in this Agreement to the contrary, in the event the stock of the Company is publicly traded on an established securities market or otherwise and the Executive is a “specified employee” (as determined under the Company’s administrative procedure for such determinations, in accordance with Section 409A) at the time of the Executive’s termination of employment, 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 Executive’s date of termination of employment. If the payment of such amount shall be any amounts under this Agreement are delayed as required by Code section 409Aa result of the previous sentence, and on the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after first payroll date following the end of the six (6) month period. If , the Company shall pay the Executive dies during the postponement period prior a lump-sum amount equal to the payment of the postponed amount, the cumulative amounts withheld on account of section 409A shall be that would have otherwise been previously paid to the personal representative 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 estate within sixty date of termination, for the period beginning on (60and including) days after the date of termination through (and excluding) the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination date of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.payment.

Section 409A. (a) This Agreement is intended to meet, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and interpretive guidance promulgated thereunder (collectively, “Section 409A”), with respect to amounts subject thereto, and shall be interpreted and construed consistent with that intent. No expenses eligible for reimbursement, or in-kind benefits to avoid be provided, during any calendar year shall affect the imposition amounts eligible for reimbursement in any other calendar year, to the extent subject to the requirements 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 Section 409A, then and no such benefit right to reimbursement or payment right to in-kind benefits 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 subject to liquidation or exchange for any particular tax effect to Executive under this Agreementother benefit. For purposes of Code section Section 409A, each payment in a series of installment payments provided under this Agreement shall be treated as a separate payment and the right payment. Any payments to a series of installment payments be made under this Agreement upon a termination of employment shall only be treated as made upon 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 “separation from service” under Code section 409A, the cash severance payments Section 409A. If amounts payable under this Agreement are intended to comply with do not qualify for exemption from Section 409A at the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the time of Executive’s termination date that does not qualify within either of the foregoing exceptions separation from service and is therefore are deemed as deferred compensation subject to the requirements of Code section 409ASection 409A on the date of such separation from service, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the if Executive is a “key specified employee” under Section 409A on the date of a publicly traded corporation under section 409A at the time of his Executive’s separation from service and if service, payment of the Excess Amount under this Agreement is required to amounts hereunder shall be delayed for a period of six (6) months after from the date of Executive’s separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as if required by Code section 409A, and the Section 409A. The accumulated postponed amount shall be paid in a lump sum payment within ten (10) 30 days after the end of the six (6) 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 Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) 30 days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A..

Section 409A. 19.1 The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (a) This collectively, “Section 409A”). Accordingly, to the maximum extent permitted, this Agreement shall be interpreted to avoid be in compliance therewith. 19.2 Notwithstanding anything in this Agreement to the imposition contrary, any compensation or benefits payable under this Agreement that are designated under this Agreement as payable upon the termination of this Agreement shall be payable only upon the Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”). 19.3 Notwithstanding anything in this Agreement to the contrary, if the Executive is deemed by the Company at the time of the Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any additional taxes portion of the compensation or benefits to which the Executive is entitled under Code section 409A. If any payment this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of the Executive’s compensation or benefit canbenefits shall not be provided to the Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s Separation from Service with the Company or made at (ii) the time specified herein without incurring additional taxes under Code section 409Adate of the Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, then such benefit or payment all payments deferred pursuant to the preceding sentence shall be provided paid in full at a lump sum to the earliest time thereafter when such sanctions will not be imposed. The preceding provisionsExecutive (or the Executive’s estate or beneficiaries), however, shall not be construed as a guarantee by and any remaining payments due to 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 paid as a separate payment and the otherwise provided herein. 19.4 The Executive’s right to a series of receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments. In no event may the Executivepayments and, directly or indirectlyaccordingly, designate the calendar year of payment. (b) To the maximum extent each such installment payment shall at all times be considered a separate and distinct payment as permitted under Code section Section 409A. Except as otherwise permitted under Section 409A, the cash severance payments payable no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. 19.5 All reimbursements and in-kind benefits provided under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(iSection 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and 409A.(iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

Section 409A. (a) This Agreement is intended to meet, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and interpretive guidance promulgated thereunder (collectively, “Section 409A”), with respect to amounts subject thereto, and shall be interpreted and construed consistent with that intent. No expenses eligible for reimbursement, or in-kind benefits to avoid be provided, during any calendar year shall affect the imposition amounts eligible for reimbursement in any other calendar year, to the extent subject to the requirements 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 Section 409A, then and no such benefit right to reimbursement or payment right to in-kind benefits 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 subject to liquidation or exchange for any particular tax effect to Executive under this Agreementother benefit. For purposes of Code section Section 409A, each payment in a series of installment payments provided under this Agreement shall be treated as a separate payment and the right payment. Any payments to a series of installment payments be made under this Agreement upon a termination of employment shall only be treated as made upon a right to a series of separate payments. In “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive, directly or indirectly, designate the calendar year Executive on account of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments non-compliance with Section 409A. If amounts payable under this Agreement are intended to comply with do not qualify for exemption from Section 409A at the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the time of Executive’s termination date that does not qualify within either of the foregoing exceptions separation from service and is therefore are deemed as deferred compensation subject to the requirements of Code section 409ASection 409A on the date of such separation from service, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the if Executive is a “key specified employee” under Section 409A on the date of a publicly traded corporation under section 409A at the time of his Executive’s separation from service and if service, payment of the Excess Amount under this Agreement is required to amounts hereunder shall be delayed for a period of six (6) months after from the date of Executive’s separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as if required by Code section 409A, and the Section 409A. The accumulated postponed amount shall be paid in a lump sum payment within ten sixty (1060) days after the end of the six (6) 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 Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A..

Section 409A. (a) This Agreement shall be interpreted to avoid It is intended that 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 payments and benefits under this Agreement shall be treated comply with, or as applicable, constitute 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 Treasor otherwise be exempt from, the provisions of Section 409A of the Code and the regulations and other guidance issued thereunder (“Section 409A”). Reg. §1.409A-1(b)(4)The Employer shall administer and interpret this Agreement in a manner so that such payments and benefits comply with, or are otherwise exempt from, the provisions of Section 409A. Any provision that would cause this Agreement to fail to satisfy Section 409A will have no force and any remaining amount is intended effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). Notwithstanding anything contained herein to the contrary, to the 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 pay exception’ 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 Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; providedSection 409A, however, any amount amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Executive this Agreement during the six-month period immediately following the ExecutiveEmployee’s termination of employment shall instead be paid on the first business day after the date that does not qualify within either is six months following Employee’s termination of the foregoing exceptions and is deemed as employment (or upon death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Employee pursuant to this Agreement which constitutes deferred compensation subject to the requirements Section 409A shall be construed as a separate identified payment for purposes of Code section 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, then such (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall hereinafter be referred to as not affect 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 expenses eligible for reimbursement, or in-kind benefits to be delayed for a period of six provided, in any other taxable year, and (6iii) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount payments shall be delayed 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 required by Code section 409A, and the accumulated postponed amount provided herein shall be paid made in a lump sum payment within ten (10) days after any event no later than the end of the six (6) month period. If calendar year immediately following the Executive dies during calendar year in which Employee remits the postponement period prior related taxes, and any reimbursement of expenses incurred due to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, tax audit or litigation shall be made by no later than the Board end of the calendar year immediately following the calendar year in accordance with which the provisions taxes that are the subject of Code sections 416(i) and 409A.the audit or litigation are remitted to the taxing authority, or, if no taxes are to be remitted, the end of the calendar year following the calendar year in which the audit or litigation is completed.

Section 409A. (a) This 8.2.1. All payments and benefits provided to Executive pursuant to this Agreement shall be interpreted interpreted, to the extent permissible under applicable law, so as to avoid any sanctions under Section 409A of the imposition of any additional taxes under Code section 409A. Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes sanctions under Code section 409ASection 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. 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 8.2.2. If the maximum extent permitted under Code section 409Atermination giving rise to the payments described in Section 4.4, Section 5.2 and Section 6 is not a “Separation from Service” within the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under meaning of Treas. Reg. §1.409A-1(b)(4§ 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 any remaining amount is intended will not be paid until Executive experiences a Separation from Service. In addition, to comply the extent compliance with the ‘separation pay exception’ under requirements of Treas. Reg. §1.409A-1(b)(9)(iii§ 1.409A-3(i)(2) (or any successor provision; provided, however, any amount payable ) is necessary to avoid the Executive during the six-month period following the Executive’s termination date that does not qualify within either application of an additional tax under Section 409A of the foregoing exceptions and is deemed as deferred compensation subject Code to the requirements of Code section 409A, then such amount shall hereinafter be referred payments due to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of upon or following his separation 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 409AService, then notwithstanding anything in 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 paid to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid Executive in a lump sum payment within ten (10) days after the end of the immediately following that 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 Section 409A of the Code shall be paid to the personal representative of the Executive’s estate within sixty (60) 10 days after the date of the ExecutiveEmployee’s death. A “key employee” shall mean This Section 8.2.2 should not be construed to prevent the application of Treas. Reg. §§ 1.409A-1(b)(4) or -1(b)(9)(iii) (or any successor provisions) to any amount payable to Executive. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4) (or any successor provision) to this Agreement, each payment in a series of payments will be deemed a separate payment. 8.2.3. Notwithstanding anything in this Agreement to the contrary or otherwise, to the extent an employee whoexpense, at any time during the 12reimbursement or in-month period ending on the identification date, is kind benefit provided pursuant to this Agreement constitutes a “deferral of compensation” within the meaning of Section 409A of the Code (i) any reimbursement shall be for expenses incurred during Executive’s and his surviving spouse’s lifetime (or during a shorter period of time specified employee” under Code section 409Ain this Agreement), as determined by (ii) the Boardamount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, in its sole discretion. The determination of key employees, including (iii) the number and identity of persons considered key employees and the identification date, reimbursements for expenses for which Executive is entitled to be reimbursed shall be made by on or before the Board last day of the calendar year following the calendar year in accordance with which the provisions of Code sections 416(iapplicable expense is incurred and (iv) and 409A.the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A. (a) This 10.2.1. It is the intention of the parties hereto that this Agreement and the payments provided for hereunder shall not be subject to, or shall be interpreted to in accordance with, Section 409A, and thus avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at tax and interest on Executive pursuant to Section 409A(a)(1)(B) of the time specified herein without incurring additional taxes under Code section 409ACode, 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 and this Agreement shall be treated interpreted and construed consistent with this intent. Executive acknowledges and agrees that he shall be solely responsible for the payment of any tax or penalty which may be imposed or to which he may become subject as a separate result of the payment and the right to a series of installment payments any amounts 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 paymentAgreement. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under 10.2.2. Notwithstanding any provision of this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409Acontrary, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the if Executive is a “key specified employee” of a publicly traded corporation under section 409A at the time of his Executive’s “separation from service and if service”, any payment of the Excess Amount under this Agreement “nonqualified deferred compensation” (in each case as determined pursuant to Section 409A) that is required otherwise to be paid to Executive within six (6) months following Executive’s separation from service, then to the extent that such payment would otherwise be subject to interest and additional tax under Section 409A(a)(1)(B) of the Code, such payment shall be delayed for a period and shall be paid on the first business day of the seventh calendar month following Executive’s separation from service, or, if earlier, upon Executive’s death. Any deferral of payments pursuant to the foregoing sentence shall have no effect on any payments that are scheduled to be paid more than six (6) months after the date of separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement service. 10.2.3. If any of the payments hereunder are subject to the contrary, payment of such amount shall be delayed as required by Code section 409ARelease Requirement, and the accumulated postponed amount period in which Executive may consider executing the release begins in one calendar year and ends in the following calendar year, the date on which such payments will be made shall be paid in a lump sum payment within ten (10) days after no earlier than the end first day of the six (6) month second calendar year within such period. 10.2.4. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12All reimbursements and in-month period ending on the identification date, is a “specified employee” kind benefits provided under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, this Agreement shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(iSection 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 during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and 409A.(iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

Section 409A. (a) This The parties intend for the payments and benefits under this Agreement to be exempt from Section 409A or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and intend that this Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section 409A. construed and administered in accordance with such intention. If any payment payments or benefit cannot be provided benefits due to Executive hereunder would cause the application of an accelerated or made at the time specified herein without incurring additional taxes tax under Code section Section 409A, then such benefit payments or payment benefits shall be provided restructured in full at the earliest time thereafter when a manner which does not cause 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 Agreementan accelerated or additional tax. For purposes of Code section the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. Without limiting the foregoing and notwithstanding anything contained herein to the right contrary, to a series of installment payments 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 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 during the six-month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six months following Executive’s termination date that does not qualify within either (or death, if earlier), with interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of the foregoing exceptions and is deemed as deferred compensation subject Code for the month in which payment would have been made but for the delay in payment required to avoid the imposition of an additional rate of tax on Executive under Section 409A. Notwithstanding anything to the requirements of Code section 409Acontrary in this Agreement, 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 all (A) reimbursements and if payment of the Excess Amount (B) in-kind benefits provided under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(iSection 409A, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and 409A.(z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. (a) This Award is intended to either (i) qualify for the short-term deferral exemption under Section 409A of the U.S. Internal Revenue Code and the final regulations promulgated thereunder (“Section 409A”) or (ii) satisfy the requirements of Section 409A. This Agreement shall be interpreted interpreted, administered and construed in a manner consistent with that intent. Notwithstanding the foregoing, if the Company determines that any provision of this Agreement or the 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 imposition incurrence of any additional taxes taxes, interest and penalties 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 Section 409A, then such or (y) maintain, to the maximum extent practicable, the original intent and economic benefit to the Grantee’s of the applicable provision without materially increasing the cost to the Company or payment shall be provided in full at contravening the earliest time thereafter when such sanctions provisions of Section 409A. This Section 19 does not create an obligation of the Company to modify the Plan or this Agreement and does not guarantee that the Performance Units will not be imposed. The preceding provisionssubject to taxes, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive interest and penalties 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.Section 409A. (b) To If a Grantee is a “specified employee” as defined under Section 409A and the maximum extent permitted Grantee’s Award is to be settled on account of the Grantee’s separation from service (for reasons other than death) and such Award constitutes “deferred compensation” as defined under Code section Section 409A, then any portion of 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 Grantee’s Award that would otherwise be settled during the six-month period following commencing on the ExecutiveGrantee’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment shall be settled as soon as practicable following the conclusion of the Excess Amount under this Agreement is required to be delayed for a six-month period of six (6or following the Grantee’s death if it occurs during such six-month period). (c) months after separation from service pursuant to Code section 409A, then notwithstanding Notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed in the event an Award remains outstanding following a ▇▇▇▇▇▇▇’s “separation from service” as required by Code section 409Adefined in Treas. Reg. § 1.409A-1(h), and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days settles on or after the end Vesting Date, the Award shall settle no later than December 31 of the six (6) month period. If year in which the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.Vesting Date occurs.

Section 409A. (a) This The Agreement shall be interpreted is intended to avoid comply with the imposition requirements of any additional taxes under section 409A of the Code section 409A. If any payment and the regulations thereunder or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code an exemption from section 409A, then such benefit or payment and shall in all respects be provided administered in full at accordance with section 409A. Notwithstanding anything in the earliest time thereafter when such sanctions will not Agreement to the contrary, distributions upon termination of employment may only be imposed. The preceding provisions, however, shall not be construed as made upon a guarantee by the Company of any particular tax effect to Executive under this Agreement. section 409A “separation from service.” For purposes of Code section 409A409A of the Code, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this the Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, indirectly designate the calendar year of payment. In no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment of any amount under this Agreement is subject to section 409A and could be made in more than one taxable year, based on timing of the execution of the Release, 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. (b) To Notwithstanding anything in the maximum extent permitted under Code Agreement to the contrary, if required by section 409A409A of the Code, the cash severance payments payable any amount that is considered “deferred compensation” under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed postponed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount 409A shall be delayed postponed as required by Code section 409A, and the 409A. The accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) 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 409A, shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s his death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A..