Common use of Section 409A Clause in Contracts

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

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

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

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

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

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this This Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Further, notwithstanding anything herein Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the contrarymaximum extent possible. For purposes of Section 409A, if at the time of each installment payment provided under this Agreement shall be treated as a Participant’s separate payment. Any payments to be made under this Agreement upon a termination of employment with shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all Service Recipientsor any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant Executive on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code409A(a)(2)(b)(i), then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have not be paid until the same meaning as “separation from service” under Section 409A first payroll date to occur following the six-month anniversary of the Code and Grantee Termination Date (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be deemed paid to have remained employed so long the Executive in a lump sum, with interest at the New York statutory rate, on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. To the extent that any reimbursements pursuant to Section 3(e) are taxable to Executive, any such reimbursement payment due to the Executive shall be paid to the Executive as Grantee has not “separated from service” promptly as practicable consistent with Company practice following the Company Executive’s appropriate itemization and substantiation of expenses incurred, and in all events on or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A before the last day of the CodeExecutive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to Section 3(e) are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any other taxable year.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable lawThis Agreement, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be RSUs and payments made to the Grantee pursuant to this Agreement is are intended to comply with or qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) for an exemption from the requirements of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the CodeCode (“Section 409A”) and shall be construed consistently therewith and shall be interpreted in a manner consistent with that intention. Further, notwithstanding anything herein Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the contraryextent required to comply with Section 409A. Notwithstanding any other provision of this Agreement, if at the time of a Participant’s termination of employment with the Company and reserves the right, to the extent the Company deems necessary or advisable, in its sole discretion, to unilaterally amend the Plan and/or this Agreement to ensure that all Service RecipientsRSUs are awarded in a manner that qualifies for exemption from or complies with Section 409A, provided, however, that the Participant is a Company makes no undertaking to preclude Section 409A from applying to this RSU award. Any payments described in this Section 13(g) that are due within the “specified employeeshort term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. If and to the extent any portion of any payment, compensation or other benefit provided to the Participant in connection with his employment termination is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is a specified employee as defined in Section 409A(2)(B)(i) of the Code, and as determined by the deferral Company in accordance with its procedures, by which determination the Participant hereby agrees that he is bound, such portion of the commencement of any payments payment, compensation or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent other benefit shall not be paid before the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date day that is six months and plus one day following after the Participant’s termination date of employment with the Company separation from service (or the earliest date as is permitted determined under Section 409A of (the Code“New Payment Date”)), if except as Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such payment or benefit is payable upon a termination of employmentNew Payment Date, and any remaining payments will be paid on their original schedule. For purposes of this AgreementNotwithstanding the foregoing, a “termination of employment” the Company, its Affiliates, Directors, Officers and Agents shall have no liability to a Participant, or any other party, if the same meaning as “separation from service” under Award that is intended to be exempt from, or compliant with, Section 409A of is not so exempt or compliant, or for any action taken by the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the CodeCommittee.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 409A. Notwithstanding anything herein to the contrarycontrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement, will be payable until Executive has a “separation from service” within the meaning of Section 409A, and the regulations promulgated thereunder (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with the termination of Executive’s employment with and/or services to the maximum extent permitted by applicable lawCompany constitute deferred compensation subject to Section 409A and (ii) Executive is deemed at the time of such termination of employment to be a “specified” employee under Section 409A, then such payment or payments shall not be made or commence until the settlement earlier of (A) the expiration of the PSUs six (including any dividend equivalent rights related thereto6)-month period measured from Executive’s termination or (B) to the date of Executive’s death following such termination; provided, however, that such deferral shall only be made effected to the Grantee pursuant extent required to avoid adverse tax treatment to Executive, including (without limitation) the additional twenty percent (20%) tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Executive or Executive’s beneficiary in one lump sum (without interest). Each payment and benefit payable under this Agreement is intended to qualify constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. To the extent necessary to comply with Section 409A of the Code, if the designated payment period for any payment under this Agreement begins in one taxable year and ends in the next taxable year, the payment will be made in the later taxable year. To the extent any payment under this Agreement may be classified as a “short-term deferral” pursuant 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. The foregoing provisions are intended to comply with the requirements of Section 1.409A-1(b)(4) 409A so that none of the Regulations severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Executive and the Company agree to work together in good faith to consider amendments to this Agreement shall be interpreted consistently therewith. Howeverand to take such reasonable actions which are necessary, under certain circumstances, settlement of the PSUs appropriate or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein desirable to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the avoid imposition of any accelerated or additional tax or income recognition prior to actual payment to Executive under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code.409A.

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

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

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

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

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

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

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

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

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee Payments pursuant to this Agreement is are intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall comply with or be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with exempt from Section 409A of the CodeInternal Revenue Code of 1986, as amended, and accompanying Department of Treasury regulations and other interpretive guidance promulgated thereunder (collectively, “Section 409A”), and, to the extent applicable, the provisions of this Agreement will be administered, interpreted and construed accordingly. Further, notwithstanding anything herein Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be or become subject to Section 409A, the Company shall negotiate in good faith with the Executive to adopt such amendments to this Agreement and/or to adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A; provided, however, that this Section 18 shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. 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. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement 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 during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding any provision of this Agreement to the contrary, the Company and the Executive agree that no benefit or benefits under this Agreement, including, without limitation, any severance payments or benefits payable under Section 3(b) hereof, shall be paid to the Executive during the six (6)-month period following the Separation Date if paying such amounts at the time of or times indicated in this Agreement would constitute a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in prohibited distribution under Section 409A 409A(a)(2)(B)(i) of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of . If the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A amounts is delayed as a result of the Code until previous sentence, then on the first (1st) business day next following the earlier of (i) the date that is six (6) months and one day following the Participantdate of the Executive’s termination of employment employment, (ii) the date of the Executive’s death or (iii) such earlier date as complies with the Company (or the earliest date as is permitted under requirements of Section 409A of the Code)409A, if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes shall pay the Executive a “separate payment” for purposes of Section 409A of lump-sum amount equal to the Codecumulative amount that would have otherwise been payable to the Executive during such period.

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

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

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

Section 409A. This Agreement is intended to be exempt from or comply with Section 409A of the Code (“Section 409A”) and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding anything herein to the contrary, if and to the maximum extent permitted by applicable law, it is determined that the settlement payments and benefits provided under this Agreement fail to satisfy the requirements of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant exemption from application of Section 409A and are otherwise deferred compensation subject to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualifySection, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” (as defined in under Section 409A 409A(a)(2)(B)(i) of the Code, and the deferral ) as of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A date of the CodeParticipant’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)), then the Company will defer issuance of any shares of Common Stock that would otherwise be made upon the commencement date of the payment of any such payments separation from service or benefits hereunder within the first six (without any reduction 6) months thereafter will not be made on the originally scheduled date and will instead be issued in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until a lump sum no earlier than the date that is six (6) months and one day following after the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” , but only if such delay in the issuance of the shares is necessary to avoid the imposition of additional taxation on Participant in respect of the issuance of shares of Common Stock under Section 409A. The Company reserves the right, to the extent the Company deems appropriate or advisable in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to ensure that all payments and benefits provided for under this Agreement are made in a manner that qualifies for exemption from or complies with the requirements of Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from or comply with Section 409A of the Code and Grantee in no event shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company be liable for all or Successor. Each payment any portion of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

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

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

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

Section 409A. Notwithstanding anything herein to The parties intend that this Agreement and the contrary, benefits provided hereunder be exempt from the requirements of Section 409A of the Code to the maximum extent permitted by applicable lawpossible, whether pursuant to the settlement short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4) or otherwise. To the extent Section 409A of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant Code is applicable to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of and such benefits, the Regulations and parties intend that this Agreement shall be interpreted consistently therewith. Howeverand such benefits comply with the deferral, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualifypayout, and in that case, the Committee shall administer the grant other limitations and settlement of such PSUs and any dividend equivalent rights in strict compliance with restrictions imposed under Section 409A of the Code. Further, notwithstanding anything herein Notwithstanding any other provision of this Agreement or any other agreement to the contrary, if at this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the time generality of the foregoing, any delivery or distribution contemplated under this Agreement will be made to a Participant’s termination of employment with the Company and all Service Recipients, the Participant who is a “specified employee” (as defined in the NIKE, Inc. Deferred Compensation Plan or any subsequent deferred compensation plan of the Company, as in effect from time to time) at the time of a “separation from service” (within the meaning of Section 409A of the Code) within thirty (30) days following the earlier of (i) the expiration of the six-month period following the Participant’s separation from service, and (ii) the Participant’s death, to the extent such delayed payment is otherwise required to avoid a prohibited distribution under Section 409A of the Code. For purposes of Section 409A of the Code, each payment or benefit payable pursuant to this Agreement shall be treated as a separate payment. Notwithstanding the foregoing, this Agreement and the deferral Plan may be amended by the Company at any time, without the consent of any party, to the extent necessary or desirable to satisfy any of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax requirements under Section 409A of the Code, then but the Company will defer the commencement of the payment of shall not be under any obligation to make any such payments amendment. Nothing in this Agreement or benefits hereunder (without the Plan shall provide a basis for any reduction in such payments person to take action against the Company or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy any affiliate based on matters covered by Section 409A of the Code until Code, including the date that is six months tax treatment of any amount paid or RSUs granted under this Agreement, and one day following the Participant’s termination of employment with neither the Company (nor any of its affiliates shall under any circumstances have any liability to the Participant or the earliest date as is permitted his or her estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Agreement, including taxes, penalties or interest imposed under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to contrary in this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contraryAgreement, if at the time of a Participantthe Executive’s termination of employment with the Company and all Service RecipientsCompany, the Participant Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as determined by the Company in accordance with Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such the payments or benefits ultimately paid or provided to the ParticipantExecutive) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is at least six (6) months and one day following the ParticipantExecutive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if whereupon the Company will pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement during the period in which such payment payments or benefit is payable upon a termination of employmentbenefits were deferred. For purposes of Thereafter, payments will resume in accordance with this Agreement. Additionally, a “termination in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of employment” the Code, the Company and the Executive shall have work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the same meaning as “separation compensation and benefits payable under this Agreement from service” under Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment related Department of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the CodeTreasury guidance.

Section 409A. Notwithstanding anything herein to the contraryIt is intended that this Agreement will comply with Section 409A, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of subject thereto, and the Regulations and this Agreement shall be interpreted consistently therewithon a basis consistent with such intent. HoweverIf an amendment of this Agreement is necessary in order for it to comply with Section 409A, under certain circumstances, settlement the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein parties to the contraryextent reasonably possible. Notwithstanding any provision to the contrary in this Agreement, if at the time Executive is deemed on the date of a Participant’s termination his “separation from service” (within the meaning of employment with the Company and all Service Recipients, the Participant is Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” as defined in (within the meaning of Treas. Reg. Section 409A 1.409A-1(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, and the deferral portion, if any, of such payment so required to be delayed shall not be made prior to the earlier of (i) the expiration of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder six (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until 6)-month period measured from the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as his “separation from service” under Section 409A ”, or (ii) the date of his death (the “Delay Period”). Upon the expiration of the Code Delay Period, all payments delayed pursuant to this Section shall be paid to the Executive in a lump sum, and Grantee any remaining payments shall be made as provided in the Agreement and in a manner in accordance with Section 409A. The Companies shall not have any obligation to indemnify or otherwise protect the Executive from any obligation to pay any taxes pursuant to Section 409A. In the event that this Agreement or any compensation payable hereunder shall be deemed not to comply with (or be exempt from) Section 409A, then neither the Companies, the Board, the Board of Directors of KKDC, nor its or their designees or agents, shall be liable to the Executive or other persons for actions, decisions or determinations made in good faith. With respect to any reimbursement or in-kind benefit arrangements of the Companies and their subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (a) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (b) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (c) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Companies. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each be a separate payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A 409A. Any reimbursement by the Company pursuant to Section 12.01(c) herein shall be made to the Executive not later than the end of the CodeExecutive’s taxable year following the taxable year in which he remits the related taxes.

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

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

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

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

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

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

Section 409A. The intent of the Parties is that payments and benefits under this Agreement comply with Section 409A of the Code (“Section 409A”) to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs : (including any dividend equivalent rights related theretoi) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s my termination of employment with the Company and all Service RecipientsCompany, the Participant is I am a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits benefits, or portions thereof, otherwise payable hereunder as a result of such termination of service employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code409A, then the Company will defer the commencement of the payment of any such payments or benefits benefits, or portions thereof, hereunder (without any reduction in the total amount of such payments or benefits ultimately paid or provided to me hereunder, and such amount so deferred shall be subsequently paid with interest as set forth in the ParticipantEmployment Agreement) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six (6) months and one day following the Participant’s my termination of employment with the Company (or the earliest date as is permitted under Section 409A 409A); (ii) if any other payments of money or other benefits due to me hereunder could cause the Code)application of an accelerated or additional tax under Section 409A, such payments or other benefits, or portions thereof, shall be deferred if deferral will make such payment or benefit is payable upon other benefits compliant under Section 409A (without any reduction in the total amount of such payments or benefits ultimately paid or provided to me hereunder, and such amount so deferred shall be subsequently paid with interest as set forth in the Employment Agreement), or otherwise such payment or other benefits shall be restructured, to the extent possible, in a termination of employment. For manner, determined by the Company that does not cause such an accelerated or additional tax; (iii) to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, I shall not be considered to have terminated employment with the Company for purposes of this Agreement, Agreement and no payment shall be due to me under this Agreement until I would be considered to have incurred a “termination of employment” shall have the same meaning as “separation from service” under from the Company within the meaning of Section 409A of the Code 409A; and Grantee (iv) each amount to be paid or benefit to be provided to me pursuant to this Agreement shall be deemed to have remained employed so long construed as Grantee has not “separated from service” with the Company or Successor. Each a separate identified payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A 409A. To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to me under this Agreement shall be paid to me on or before the last day of the Codeyear following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to me) during any one year may not effect amounts reimbursable or provided in any subsequent year.

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

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

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

Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything herein contained in this Agreement to the contrary, Employee shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A until Employee would be considered to have incurred a “separation from service” from the Company 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 and distinct payment for purposes of Section 409A. Without limiting the foregoing and notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable lawrequired to avoid accelerated taxation and/or tax penalties under Section 409A, the settlement of the PSUs (including any dividend equivalent rights related thereto) to amounts that would otherwise be made to the Grantee payable and benefits that would otherwise be provided pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, other arrangement between Employee and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, during the Participant is a “specified employee” as defined in Section 409A of six (6) month period immediately following Employee separation from service shall instead be paid on the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until first business day after the date that is six (6) months and one following Employee’s separation from service (or, if earlier, Employee’s date of death). The Company shall not accelerate any payments hereunder (including under the third sentence of Section 3(d)(i) hereof) to the extent such acceleration would result in accelerated taxation and/or tax penalties under Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Employee under this Agreement shall be paid to Employee on or before the last day of the year following the Participant’s termination year in which the expense was incurred and the amount of employment expenses eligible for reimbursement (and in kind benefits provided to Employee) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. Employee understands and Grantee agrees that Employee shall be deemed to have remained employed so long as Grantee has not “separated from service” with solely responsible for the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes any taxes, penalties, interest or other expenses incurred by Executive on account of non-compliance with Section 409A of the Code.409A.

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

Section 409A. If the Participant is a resident of the United States, the Units and any shares of Common Stock issuable in connection therewith are intended to qualify for an exemption from or comply with Section 409A. Notwithstanding anything herein any other provision in this Agreement and the Plan to the contrary, the Company, to the maximum extent permitted by applicable lawit deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement so that the Units qualify for exemption from or comply with Section 409A; provided, however, that the Company makes no representations that the Units will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Units. No provision of this Agreement will be interpreted or construed to transfer any liability for failure to comply with Section 409A from the Participant any other individual to the Company. By executing this Agreement, the settlement of Participant agrees to waive any claim against the PSUs (including Company with respect to any dividend equivalent rights related thereto) to be made such tax consequences. Notwithstanding anything to the Grantee pursuant contrary contained in this Agreement, to the extent that any payment or benefit under this Agreement is intended determined by the Company to qualify as a constitute “shortnon-term deferralqualified deferred compensation” pursuant subject to Section 1.409A-1(b)(4) 409A and is payable to the Participant by reason of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with employment, then (a) such payment or benefit shall be made or provided to the Company Participant only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and all Service Recipients, (b) if the Participant is a “specified employee” as defined in (within the meaning of Section 409A of and as determined by the Code, Company) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service payment delay is necessary in order required to prevent the imposition of any accelerated or avoid additional tax under Section 409A of the Code409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A, then the Company will defer the commencement of the such payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid benefit shall not be made or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until before the date that is six months and one day following after the date of the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment under this Agreement will be treated as a separate payment under Section 409A. Whenever a payment under this Agreement specifies a payment period with reference to a number of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes days, the actual date of Section 409A payment within the specified period shall be within the sole discretion of the CodeCompany.

Section 409A. Notwithstanding anything herein The Parties intend for the payments and benefits under this Agreement to be exempt from Section 409A of the contraryInternal Revenue Code of 1986, as amended, (“Section 409A”) or, if not so exempt, to be paid or provided in a manner which complies with the maximum extent permitted by applicable lawrequirements of such section, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and intend that this Agreement shall be interpreted consistently therewithconstrued and administered in accordance with such intention. However, under certain circumstances, settlement For purposes of the PSUs or any dividend equivalent rights may not so qualifylimitations 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 in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything contained herein to the contrary, if at the time Executive is deemed on the date of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is to be a “specified employee” as defined in within the meaning of that term under Section 409A of 409A(a)(2)(B), then with regard to any payment or the Code, and the deferral of the commencement provision of any payments or benefits otherwise payable hereunder as a result of such termination of service benefit that is necessary in order to prevent the imposition of any accelerated or additional tax considered deferred compensation under Section 409A payable on account of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if a “separation from service,” such payment or benefit shall not be made or provided until the date which is payable upon a termination the earlier of employment. For purposes (A) the expiration of this Agreement, a “termination the six (6)-month period measured from the date of employment” shall have the same meaning as such “separation from service” of Executive, and (B) the date of Executive’s death, to the extent required under Section 409A 409A. Upon the expiration of the Code foregoing delay period, all payments and Grantee benefits delayed pursuant to this Section 21 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be deemed paid or reimbursed to have remained employed so long as Grantee has not “separated from service” Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the Company normal payment dates specified for them herein. Any form of the word “termination” (e.g., “terminated”) with respect to the Executive’s employment, shall mean a separation from service within the meaning of Section 409A and the regulations thereunder. To the extent that reimbursements or Successorother in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment of PSUs (and related dividend equivalent units) under this Agreement that constitutes a “separate paymentnonqualified deferred compensation” for purposes of Section 409A of the Code.be subject to offset by any other amount unless otherwise permitted by Section 409A.

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

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

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

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

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement This Offer Letter shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any Treasury Regulations or other Department of Treasury guidance issued thereunder (“Section 409A”). FurtherIf required by Section 409A, notwithstanding anything herein to no payment or benefit constituting nonqualified deferred compensation that would otherwise be payable or commence upon the contrary, if at the time of a Participant’s termination of employment shall be paid or shall commence unless and until you have had a “separation from service” within the meaning of Section 409A as determined in accordance with Section 1.409A-1(h) of the Company and all Service RecipientsTreasury Regulations. For purposes of Section 409A, each of the Participant payments that may be made hereunder is designated as a separate payment. If you are deemed on the date of termination to be a “specified employee” as defined in Section 409A within the meaning of the Codeterm under Section 409A, and then with regard to any payment or the deferral of the commencement provision of any payments or benefits otherwise payable hereunder as a result of such termination of service benefit under any agreement that is necessary in order to prevent the imposition of any accelerated or additional tax considered nonqualified deferred compensation under Section 409A payable on account of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if a “separation from service,” such payment or benefit is payable upon a termination shall be made or provided on the first business day following the earlier of employment. For purposes (A) the expiration of this Agreement, a “termination the six (6)-month period measured from the date of employment” shall have the same meaning as such “separation from service,” and (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum (without interest) on the first business day following the Delay Period, and any remaining payments and benefits due under this Offer Letter shall be paid or provided in accordance with the normal payment dates specified for them herein. You agree to negotiate with X.Xxxx in good faith to make amendments to this Offer Letter as you and X.Xxxx mutually agree, reasonably and in good faith, are necessary or desirable to avoid the possible imposition of taxes or penalties under Section 409A of 409A, while preserving any affected benefit or payment to the Code and Grantee extent reasonably practicable without materially increasing the cost to X.Xxxx. Notwithstanding the foregoing, you shall be deemed solely responsible and liable for the satisfaction of all taxes, interest and penalties that may be imposed on you or for your account in connection with any payment or benefit under this Offer Letter (including any taxes, interest and penalties under Section 409A), and X.Xxxx shall have no obligation to have remained employed so long as Grantee has not “separated indemnify or otherwise hold you (or any beneficiary successor or assign) harmless from service” with the Company any or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Codeall such taxes, interest or penalties.

Section 409A. Notwithstanding anything herein or in the Plan to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee PRSUs granted pursuant to this Agreement is are intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) be exempt from the applicable requirements of the Regulations Nonqualified Deferred Compensation Rules and this Agreement shall be limited, construed and interpreted consistently therewithin accordance with such intent. HoweverNevertheless, under certain circumstances, settlement of to the PSUs or any dividend equivalent rights extent that the Committee determines that the PRSUs may not so qualifybe exempt from the Nonqualified Deferred Compensation Rules, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrarythen, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is deemed to be a “specified employee” as defined in Section 409A within the meaning of the CodeNonqualified Deferred Compensation Rules, and as determined by the deferral Committee, at a time when the Participant becomes eligible for settlement of the commencement PRSUs upon his or her “separation from service” within the meaning of any payments or benefits otherwise payable hereunder as a result of such termination of service is the Nonqualified Deferred Compensation Rules, then to the extent necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the CodeNonqualified Deferred Compensation Rules, then such settlement will be delayed until the Company will defer the commencement of the payment of any such payments or benefits hereunder earlier of: (without any reduction in such payments or benefits ultimately paid or provided to the Participanta) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six (6) months and one day following the Participant’s termination of employment separation from service and (b) the Participant’s death. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the PRSUs provided under this Agreement are exempt from or compliant with the Nonqualified Deferred Compensation Rules and in no event shall the Company (or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the earliest date as is permitted under Section 409A Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules. Exhibit A PERFORMANCE VESTING CONDITIONS This Exhibit A contains the performance vesting conditions and methodology applicable to the PRSUs. Subject to the terms and conditions set forth in the Plan and the Agreement, the portion of the Code)PRSUs subject to this Award, if such payment or benefit is payable any, that become vested during the Performance Period will be determined upon a termination the Committee’s certification of employmentachievement of the performance criteria in accordance with this Exhibit A, which shall occur within sixty (60) days following the end of the Performance Period (the “Certification Date”). For purposes of this Agreement, a “termination of employment” Capitalized terms used but not defined herein shall have the same meaning as “separation from service” under Section 409A of is ascribed thereto in the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with Agreement or the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the CodePlan.

Section 409A. Notwithstanding anything herein To the extent (i) any payments to the contrarywhich You become entitled under this agreement, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualifyagreement or plan referenced herein, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance connection with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s Your termination of employment with the Company and all Service Recipientsits affiliates, the Participant is a “specified employee” as defined in constitute deferred compensation subject to Section 409A of the Code, Internal Revenue Code (“Section 409A”) and (ii) You are deemed at the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result time of such termination of service is necessary in order employment to prevent the imposition of any accelerated or additional tax be a “specified” employee under Section 409A of the Code409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination payments shall not be made or commence until the earlier of employment. For purposes (i) the expiration of this Agreement, a “termination the 6-month period measured from the date of employment” shall have the same meaning as your “separation from service” (as such term is at the time defined in regulations under Section 409A 409A) with the Company and its affiliates and (ii) the date of Your death following such separation from service, provided, however, that such deferral shall be effected only to the extent required to avoid adverse tax treatment to You, including (without limitation) the additional twenty-percent (20%) tax for which You would otherwise be liable under Section 409A(a)(1)(B) in the absence of such deferral. Upon the expiration of the Code applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to You or Your beneficiary in one lump sum (without interest). To the 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 (i) all payments hereunder are exempt from Section 409A to the maximum permissible extent and, (ii) for any payments where such construction is not tenable, so that those payments comply with Section 409A to the maximum permissible extent. Payments pursuant to this Agreement (or referenced in this Agreement), and Grantee each installment thereof, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A. All references to termination of employment or similar terms shall be deemed to have remained employed so long as Grantee has mean separation from service within the meaning of Section 409A. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “separated from servicedeferral of compensation” with within the meaning of Section 409A: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to You during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to You in any other calendar year, (y) the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” its affiliates will reimburse You for purposes of Section 409A expenses for which You are entitled to be reimbursed on or before the last day of the Codecalendar year following the calendar year in which the applicable expense is incurred or, if earlier, within 30 days after You have substantiated the expense, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

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

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this This Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance comply with Section 409A of the CodeInternal Revenue Code of 1986, as amended (“Section 409A”), including the exceptions thereto, and shall be construed and administered in accordance with such intent. FurtherNotwithstanding any other provision of this Agreement, notwithstanding anything herein payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service, as a short-term deferral, or as a settlement payment pursuant to a bona fide legal dispute shall be excluded from Section 409A to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum maximum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employmentpossible. For purposes of Section 409A, any installment payments provided under this AgreementAgreement shall each be treated as a separate payment. To the extent required under Section 409A, any payments to be made under this Agreement in connection with a “termination of employment” employment shall have the same meaning as only be made if such termination constitutes a “separation from service” under Section 409A. Notwithstanding the foregoing, Employer makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall Employer be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. Notwithstanding anything in this Agreement or any other agreement to the contrary, if the Executive is deemed by the Employer at the time of the Code and Grantee shall Executive’s separation from service to be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate paymentspecified employee” for purposes of Section 409A, any payment of compensation or benefits to which the Executive is entitled under this Agreement or any other arrangement that is considered nonqualified deferred compensation under Section 409A payable as a result of the CodeExecutive’s separation from service shall be delayed to the extent required in order to avoid adverse tax consequences under Section 409A until the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s separation from service with the Employer or (ii) the date of the Executive’s death. Upon the first business day following the expiration of the applicable period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to the Executive (or the Executive’s estate or beneficiaries), and any remaining payments due to the Executive under this Agreement or any arrangement shall be paid as otherwise provided herein or therein.

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

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement This Offer Letter shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any Treasury Regulations or other Department of Treasury guidance issued thereunder (“Section 409A”). FurtherIf required by Section 409A, notwithstanding anything herein to no payment or benefit constituting nonqualified deferred compensation that would otherwise be payable or commence upon the contrary, if at the time of a Participant’s termination of employment shall be paid or shall commence unless and until you have had a “separation from service” within the meaning of Section 409A as determined in accordance with Section 1.409A-1(h) of the Company and all Service RecipientsTreasury Regulations. For purposes of Section 409A, each of the Participant payments that may be made hereunder is designated as a separate payment. If you are deemed on the date of termination to be a “specified employee” as defined in Section 409A within the meaning of the Codeterm under Section 409A, and then with regard to any payment or the deferral of the commencement provision of any payments or benefits otherwise payable hereunder as a result of such termination of service benefit under any agreement that is necessary in order to prevent the imposition of any accelerated or additional tax considered nonqualified deferred compensation under Section 409A payable on account of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if a “separation from service,” such payment or benefit is payable upon a termination shall be made or provided on the first business day following the earlier of employment. For purposes (A) the expiration of this Agreement, a “termination the six (6)-month period measured from the date of employment” shall have the same meaning as such “separation from service,” under Section 409A and (B) the date of your death (the “Delay Period”). Upon the expiration of the Code Delay Period, all payments and Grantee benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be deemed paid or reimbursed to have remained employed so long as Grantee has not “separated from service” you in a lump sum (without interest) on the first business day following the Delay Period, and any remaining payments and benefits due under this Offer Letter shall be paid or provided in accordance with the normal payment dates specified for them herein. You agree to negotiate with the Company in good faith to make amendments to this Offer Letter as you and the Company mutually agree, reasonably and in good faith, are necessary or Successordesirable to avoid the possible imposition of taxes or penalties under Section 409A, while preserving any affected benefit or payment to the extent reasonably practicable without materially increasing the cost to the Company. Each Notwithstanding the foregoing, you shall be solely responsible and liable for the satisfaction of all taxes, interest and penalties that may be imposed on you or for your account in connection with any payment of PSUs or benefit under this Offer Letter (including any taxes, interest and related dividend equivalent unitspenalties under Section 409A), and the Company shall have no obligation to indemnify or otherwise hold you (or any beneficiary successor or assign) constitutes a “separate payment” for purposes of Section 409A of the Codeharmless from any or all such taxes, interest or penalties.

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

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to contrary in this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contraryAgreement, if at the time of a ParticipantExecutive’s termination of employment with the Company and all Service RecipientsCompany, the Participant Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as determined by the Company in accordance with Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such the payments or benefits ultimately paid or provided to the ParticipantExecutive) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is at least six (6) months and one day following the ParticipantExecutive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if whereupon the Company will pay Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to Executive under this Agreement during the period in which such payment payments or benefit is payable upon a termination of employmentbenefits were deferred. For purposes of Thereafter, payments will resume in accordance with this Agreement. In the event that following the Effective Time the Company reasonably determines that any payments or benefits payable under this Agreement may be subject to Section 409A of the Code, a “termination the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (i) exempt the payments and benefits payable under this Agreement from Section 409A of employment” shall have the same meaning as “separation from service” under Code and/or preserve the intended tax treatment of the payments and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A of the Code and Grantee related Department of Treasury guidance. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any tax year of the Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of the Executive, except for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be deemed made to have remained employed so long the Executive as Grantee has not “separated from service” with soon as administratively practicable following such submission, but in no event later than December 31st of the Company or Successorcalendar year following the calendar year in which the expense was incurred. Each payment In no event shall the Executive be entitled to any reimbursement payments after December 31st of PSUs (the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and related dividend equivalent units) constitutes a “separate payment” for reimbursements that would result in taxable compensation income to the Executive. For purposes of Section 409A of the CodeCode (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Time.

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

Section 409A. Notwithstanding anything herein to It is intended that this Agreement shall comply with the contrary, to the maximum extent permitted by applicable law, the settlement provisions of Section 409A of the PSUs Code (including any dividend equivalent rights related thereto) collectively, “Section 409A”), or an exemption to be made to Section 409A. Any payments that qualify for the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs exception or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax another exception under Section 409A of shall be paid under the Codeapplicable exception. In no event may the Executive, then directly or indirectly, designate the Company will defer the commencement of the payment calendar year of any such payment under this Agreement. All payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable be made upon a termination of employment. For purposes employment under this Agreement shall, to the extent necessary to avoid the imposition of this Agreementpenalty taxes on the Executive under Section 409A, only be made upon a “termination of employment” shall have the same meaning as “separation from service” under Section 409A. Within the time period permitted by the applicable Treasury regulations (or such later time as may be permitted under Section 409A or any Internal Revenue Service or Department of Treasury rules or other guidance issued thereunder), Parent and the Company may, in consultation with the Executive, modify the Agreement in order to cause the provisions of the Code and Grantee shall be deemed Agreement to have remained employed so long as Grantee has not “separated from service” comply with the Company or Successorrequirements of Section 409A so as to avoid the imposition of penalty taxes on the Executive pursuant to Section 409A (to the extent economically more advantageous to the Executive than the imposition of any taxes and penalties). Each payment Notwithstanding any other provision of PSUs (and related dividend equivalent units) constitutes this Agreement to the contrary, if the Executive is considered a “separate paymentspecified employee” for purposes of Section 409A (as determined in accordance with the methodology established by the Company as in effect on the date of termination), (A) any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A that is otherwise due to the Executive under this Agreement during the six-month period following the Executive’s separation from service (as determined in accordance with Section 409A) on account of the CodeExecutive’s separation from service shall, to the extent necessary to avoid the imposition of penalty taxes on the Executive under Section 409A, be accumulated and paid to the Executive on the first business day of the seventh month following the Executive’s separation from service (the “Delayed Payment Date”). If the Executive dies during the postponement period, the amounts and entitlements delayed on account of Section 409A shall be paid to the personal representative of his estate on the first to occur of the Delayed Payment Date or thirty (30) days after the date of the Executive’s death. Despite any contrary provision of this Agreement, any references to termination of employment or the Executive’s date of termination shall, to the extent necessary to avoid the imposition of penalty taxes on the Executive under Section 409A, mean and refer to the date of his “separation from service,” as that term is defined in Section 409A and Treasury regulation Section 1.409A-1(h).

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

Section 409A. Notwithstanding anything herein The Performance-Based Share Unit Grant and these Grant Conditions are intended to the contrarycomply with Code Section 409A or an exemption, and payments may only be made under these Grant Conditions upon an event and in a manner permitted by Code Section 409A, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewithapplicable. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and Notwithstanding anything in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein these Grant Conditions to the contrary, if at required by Code Section 409A, if the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant Grantee is considered a “specified employee” as defined in for purposes of Code Section 409A and if any payment under these Grant Conditions is required to be delayed for a period of the Codesix (6) months after separation from service pursuant to Code Section 409A, such payment shall be delayed as required by Code Section 409A, and the deferral accumulated payment amounts shall be paid in a lump sum payment within ten (10) days after the end of the commencement six (6)-month period. If the Grantee dies during the postponement period prior to payment, the amounts withheld on account of Code Section 409A shall be paid to the personal representative of the Grantee’s estate within sixty (60) days after the date of the Grantee’s death. Notwithstanding anything in these Grant Conditions to the contrary, if the Performance Units are subject to Code Section 409A and if required by Code Section 409A, any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable be made upon a termination of employment. For purposes of this Agreement, employment under these Grant Conditions may only be made upon a “termination of employment” shall have the same meaning as “separation from service” under Code Section 409A. In no event may the Grantee, directly or indirectly, designate the calendar year of a payment, except in accordance with Code Section 409A. Notwithstanding anything in these Grant Conditions to the contrary, if required by Code Section 409A, if CIC Earned Units are subject to Code Section 409A, and if a Change in Control is not a “change in control event” under Code Section 409A of or the payment event does not occur upon or within two years following a “change in control event” under Code and Grantee Section 409A, any vested CIC Earned Units shall be deemed paid to have remained employed so long as the Grantee has upon the Vesting Date and not “separated from service” with the Company or Successor. Each payment on account of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes an earlier termination of Section 409A of the Codeemployment.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to contrary in this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4or elsewhere (except for paragraph 3(d) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contraryAgreement), if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is you are a “specified employee” as defined in determined pursuant to Section 409A as of the Codedate of your Separation From Service and if any payment, and the benefit or entitlement provided for in this Agreement or otherwise both (x) constitutes a “deferral of compensation” within the commencement meaning of any payments Section 409A and (y) cannot be paid or benefits provided in a manner otherwise payable hereunder as a result of such termination of service is necessary in order provided herein or otherwise without subjecting you to prevent the imposition of any accelerated additional tax, interest or additional tax penalties under Section 409A of the Code409A, then the Company will defer the commencement of the payment of any such payments payment, benefit or benefits hereunder (without any reduction in such payments or benefits ultimately entitlement that is payable during the first six months following your Separation From Service shall be paid or provided to you in a cash lump-sum on the Participant) to earlier of your death or the minimum extent necessary to satisfy Section 409A first business day of the Code until the date that is six months and one day seventh calendar month following the Participant’s termination of employment with the Company (month in which your Separation From Service occurs. In addition, any payment, benefit or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable entitlement due upon a termination of employment. For purposes your employment that represents a “deferral of compensation” within the meaning of Section 409A (other than any payments due pursuant to paragraph 3(d) of this Agreement) shall only be paid or provided to you upon a Separation From Service, a in which case any reference to “termination Date of employmentTermination” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee in connection with such payment, benefit or entitlement shall be deemed to have remained employed so long as Grantee has be a reference to “Separation From Service” and the actual payment date within the time specified in the applicable provision of paragraphs 5, 6, 7, 8 or 9 shall be within the Company’s sole discretion. Notwithstanding anything to the contrary in this Agreement or otherwise, any payment or benefit under this Agreement or otherwise which is exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to you only to the extent the expenses are not “separated from service” with incurred or the benefits are not provided beyond the last day of your second taxable year following your taxable year in which your Separation From Service occurs; and provided further that the Company reimburses such expenses no later than the last day of your third taxable year following your taxable year in which your Separation From Service occurs. Finally, to the extent that the provision of any benefit pursuant to paragraph 5(f), paragraph 8(f) or Successor. Each payment paragraph 9(d) hereof is taxable to you, any such reimbursement shall be paid to you on or before the last day of PSUs (your taxable year following your taxable year in which the expense is incurred and related dividend equivalent units) constitutes a “separate payment” such reimbursement shall not be subject to liquidation or exchange for purposes of Section 409A of the Codeany other benefit.

Section 409A. Notwithstanding anything herein to The parties intend that this Agreement and the contrary, benefits provided hereunder be exempt from the requirements of Section 409A of the Code to the maximum extent permitted by applicable lawpossible, whether pursuant to the settlement short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4) or otherwise. To the extent Section 409A of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant Code is applicable to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of and such benefits, the Regulations and parties intend that this Agreement shall be interpreted consistently therewith. Howeverand such benefits comply with the deferral, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualifypayout, and in that case, the Committee shall administer the grant other limitations and settlement of such PSUs and any dividend equivalent rights in strict compliance with restrictions imposed under Section 409A of the Code. Further, notwithstanding anything herein Notwithstanding any other provision of this Agreement or any other agreement to the contrary, if at this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the time generality of the foregoing, any delivery or distribution contemplated under this Agreement will be made to a Participant’s termination of employment with the Company and all Service Recipients, the Participant who is a “specified employee” (as defined in the NIKE, Inc. Deferred Compensation Plan or any subsequent deferred compensation plan of the Company, as in effect from time to time) at the time of a “separation from service” (within the meaning of Section 409A of the Code) within thirty (30) days following the earlier of (i) the expiration of the six-month period following the Participant’s separation from service, and (ii) the Participant’s death, to the extent such delayed payment is otherwise required to avoid a prohibited distribution under Section 409A of the Code. For purposes of Section 409A of the Code, each payment or benefit payable pursuant to this Agreement shall be treated as a separate payment. Notwithstanding the foregoing, this Agreement and the deferral Plan may be amended by the Company at any time, without the consent of any party, to the extent necessary or desirable to satisfy any of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax requirements under Section 409A of the Code, then but the Company will defer the commencement of the payment of shall not be under any obligation to make any such payments amendment. Nothing in this Agreement or benefits hereunder (without the Plan shall provide a basis for any reduction in such payments person to take action against the Company or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy any affiliate based on matters covered by Section 409A of the Code until Code, including the date that is six months tax treatment of any amount paid or PSUs granted under this Agreement, and one day following the Participant’s termination of employment with neither the Company (nor any of its affiliates shall under any circumstances have any liability to the Participant or the earliest date as is permitted his or her estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Agreement, including taxes, penalties or interest imposed under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code.

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

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is The Performance Stock Units are intended to qualify as a for the “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in exemption from Section 409A of the Code, and the deferral provisions of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then this Agreement between you and the Company will defer the commencement of the be interpreted, operated and administered in a manner consistent with these intentions. The right to payment of any such payments triggered by each installment vesting date or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided vesting event pursuant to the Participant) this Agreement is intended to the minimum extent necessary be a right to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such a separate payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Code. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, without your consent, to unilaterally amend or modify the 2023 Plan and/or this Agreement to ensure that the Performance Stock Units qualify for exemption from or comply with Section 409A of the Code; provided, however, that the Company makes no representations that the Performance Stock Units will be exempt from Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the Performance Stock Units. With respect to any amounts payable under this Agreement that are subject to Section 409A of the Code, (i) it is intended, and this Agreement will be so construed, that such amounts and the Company’s and your exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code so as not to subject you to the payment of interest and additional tax that may be imposed under Section 409A of the Code; (ii) any provisions of this Agreement that provide for payment of compensation triggered by your termination of employment other than on account of your death shall be deemed to provide for payment that is triggered only by your “separation from service” within the meaning of Treasury Regulation Section §1.409A-1(h) (a “Section 409A Separation from Service”), (iii) if you are a “specified employee” within the meaning of Treasury Regulation Section §1.409A-1(i) on the date of your Section 409A Separation from Service (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of such Section 409A Separation from Service or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Treasury Regulation Section 1.409A-1(i)), such compensation triggered by such Section 409A Separation from Service shall be paid to you six months following the date of such Section 409A Separation from Service (provided, however, that if you die after the date of such Section 409A Separation from Service, this six month delay shall not apply from and after the date of your death), and (iv) to the extent necessary to comply with Section 409A of the Code, the definition of change in control that applies under Section 409A of the Code shall apply under this Agreement to the extent that it is more restrictive than the definition of change in control that would otherwise apply. The Company will have no liability to you or to any other party if the Performance Stock Units, the vesting of the Performance Stock Units, delivery of Shares in payment of the Performance Stock Units or any other event hereunder that is intended to be exempt from or compliant with Section 409A of the Code, is not so exempt or compliant, or for any action taken by the Company with respect thereto.

Section 409A. Notwithstanding anything herein the foregoing, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to “specified employees,” any payment on account of Executive’s separation from service that would otherwise be due hereunder within six months after such separation shall nonetheless be delayed until the first business day of the seventh month following Executive’s date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount during the period of such restriction at a rate, per annum, equal to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “federal short-term deferral” pursuant to rate (compounded monthly) in effect under Section 1.409A-1(b)(41274(d) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until on the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employmenttermination. For purposes of this Agreement, Executive shall be a “specified employee” for the 12-month period beginning on the first day of the fourth month following each “Identification Date” if he is a “key employee” (as defined in Section 416(i) of the Code without regard to Section 416(i)(5) thereof) of the Company at any time during the 12-month period ending on the “Identification Date.” For purposes of the foregoing, the Identification Date shall be December 31. This Agreement is intended to comply with the requirements of Section 409A of the Code and regulations promulgated thereunder (“Section 409A”), but the Company does not guarantee such compliance. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, to the extent possible the provision shall be read in such a manner so that no payments due under this Agreement shall be subject to an "additional tax" as defined in Section 409A(a)(1)(B) of the Code. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of payment. Notwithstanding anything contained herein to the contrary, in the event any payment on account of Executive’s separation from service constitutes nonqualified deferred compensation subject to (and not exempt from Section 409A), Executive shall not be considered to have terminated employment with the Company for purposes of the right to receive such payment hereof unless he would be considered to have incurred a “termination of employment” from Employer within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). All reimbursements provided under this Agreement shall have be made or provided in accordance with the same meaning as “separation from service” under requirements of Section 409A 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the Code calendar year following the year in which the expense is incurred, and Grantee shall be deemed (iv) the right to have remained employed so long as Grantee has reimbursement is not “separated from service” with the Company subject to liquidation or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” exchange for purposes of Section 409A of the Code.another benefit..

Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), including the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding anything herein any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to the contrary, an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted by applicable lawpossible. For purposes of Section 409A, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and each installment payment provided under this Agreement shall be interpreted consistently therewithtreated as a separate payment. HoweverAny payments to be made under this Agreement in connection with a termination of employment shall only be made if such termination of employment constitutes a "separation from service" under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under certain circumstances, settlement of this Agreement comply with Section 409A and in no event shall the PSUs Company be liable for all or any dividend equivalent rights portion of any taxes, penalties, interest or other expenses that may not so qualify, and in that case, be incurred by the Committee shall administer the grant and settlement Covered Person on account of such PSUs and any dividend equivalent rights in strict non-compliance with Section 409A of the Code. Further, notwithstanding 409A. Notwithstanding anything herein in this Agreement to the contrary, if at the time of a Participantthe Covered Person’s termination separation from service (within the meaning of employment with Section 409A of the Company and all Service RecipientsInternal Revenue Code of 1986, as amended (the “Code”), the Participant Covered Person is considered a “specified employee” as defined in within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code, and if any payment that the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service Covered Person becomes entitled to under this Agreement is necessary in order considered deferred compensation subject to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder deferred compensation shall be payable (without any reduction in such payments or benefits ultimately paid or provided to interest) the Participantearlier of (A) to six months after the minimum extent Covered Person’s date of termination, (B) the Covered Person’s death. The parties agree that this Agreement may be amended, as reasonably requested by either party and as may be necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment comply fully with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation be exempt from service” under Section 409A of the Code and Grantee shall be deemed all related rules and regulations in order to have remained employed so long as Grantee has not “separated from service” with preserve the Company or Successor. Each payment of PSUs (payments and related dividend equivalent units) constitutes a “separate payment” for purposes of Section 409A of the Codebenefits provided hereunder without additional cost to either party.

Section 409A. Notwithstanding anything herein to The intent of the contraryparties 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 (the “Code”), and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted by applicable lawpermitted, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently and administered to be in compliance therewith. However, Each payment under certain circumstances, settlement this Agreement shall be treated as a separate payment for purposes of the PSUs or Section 409A. Notwithstanding any dividend equivalent rights may not so qualify, and provision in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein this Agreement to the contrary, if no payment or benefit that is deferred compensation for purposes of Section 409A and that is due upon your termination of employment will be paid or provided unless such termination is also a “separation from service” (within the meaning of Section 409A). Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event will you have the ability to, directly or indirectly, designate the calendar year of any payment under this Agreement. If at the time of a Participant’s termination of employment your separation from service (as defined in Section 409A) with the Company and all Service RecipientsCompany, the Participant is you are a “specified employee” as defined in (within the meaning of Section 409A of the Code409A), and the deferral of the commencement of any payments or benefits otherwise payable payment hereunder as a result of such termination of service that is necessary in order to prevent the imposition of any accelerated or additional tax considered deferred compensation under Section 409A and that is payable on account of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder your separation from service (without any reduction in such payments or benefits ultimately and that would otherwise be paid or provided prior to the Participantsix-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 minimum extent necessary to satisfy applicable federal short-term rate in effect under Section 409A 1274(d) of the Code until for the month in which your separation from service occurs. All COBRA Reimbursements shall (subject to the Section 409A Delay) be made within 30 days following the date that is six months and one day on which you incur the expense but no later than December 31st of the year following the Participant’s termination of employment with year in which you incur the related expense, provided that in no event shall the reimbursements or in-kind benefits to be provided by the Company (in one taxable year affect the amount of reimbursements or the earliest date as is permitted under Section 409A of the Code)in-kind benefits to be provided in any other taxable year, if such payment nor shall your right to reimbursement or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall in-kind benefits be deemed subject to have remained employed so long as Grantee has not “separated from service” with the Company liquidation or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” exchange for purposes of Section 409A of the Codeanother benefit.

Section 409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to It is intended that this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations be drafted and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs or any dividend equivalent rights may not so qualify, and administered in that case, the Committee shall administer the grant and settlement of such PSUs and any dividend equivalent rights in strict compliance with (i) Section 409A of the Code. Further, notwithstanding anything herein including, but not limited to, any future amendments to the contrary, if at the time of a Participant’s termination of employment with the Company and all Service Recipients, the Participant is a “specified employee” as defined in Section 409A of the Code, and the deferral any other Internal Revenue Service or other governmental rulings or interpretations ("IRS Guidance") issued pursuant to Section 409A of the commencement Code or (ii) an applicable exemption. So as not to subject the Executive to payment of any payments additional interest or benefits otherwise payable hereunder as a result tax under Section 409A of such termination of service is necessary in order to prevent the imposition Code, if payment or provision of any accelerated amount or benefit hereunder that is subject to Section 409A of the Code at the time specified herein would subject such amount or benefit to any additional tax under Section 409A of the Code, then the Company will defer shall use its best to efforts to ensure that payment or provision of such amount or benefit shall be postponed to the earliest commencement of date on which the payment or provision of any such payments amount or benefits hereunder (benefit could be made without any reduction in incurring such payments or benefits ultimately paid or provided additional tax. In addition, to the Participant) to the minimum extent necessary to satisfy that any IRS Guidance issued under Section 409A of the Code until would result in the date that is six months and one day following Executive being subject to the Participant’s termination payment of employment with the Company (any additional interest or the earliest date as is permitted tax under Section 409A of the Code), if the Company agrees to use its best efforts to amend this Agreement in order to avoid the imposition on Executive of any such payment additional interest or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” tax under Section 409A of the Code Code, which amendment shall have the minimum economic effect necessary and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with reasonably determined in good faith by the Company or SuccessorCompany. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment” for For purposes of Section 409A of the Code., each installment payment of any severance pursuant to this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding the foregoing, (i) any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible, (ii) Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible, (iii) nothing contained herein shall be construed as a representation, guarantee or other undertaking on the part of the Company that any payment made pursuant to this Agreement (including, without limitation, the Bonus or any severance amount), is or will be found to comply with the requirements of Section 409A of the Code or any other regulations or guidance issued thereunder (including the IRS Guidance), and (iv) 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. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Executive in connection with his termination of employment is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A and Executive is determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Date of Termination or, if earlier, on Executive's death (the "Specified Employee Payment Date"). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Executive in a lump sum on the Specified Employee Payment Date and, thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. Notwithstanding any other provision of this Agreement, to the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

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