Common use of Section 409A Clause in Contracts

Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Section 409A. The intent of the parties is that All severance payments and benefits under this Agreement comply with Section 409A of the Code (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, upon a termination of employment shall not be deemed to have occurred for purposes of any provision of under this Agreement providing for the payment of any amounts or benefits may be made only upon or following a termination of employment unless such termination is also a “separation from of service” within the meaning of Code Section 409A and, for purposes of the Code and the Department of Treasury regulations and other guidance promulgated thereunder. Notwithstanding any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive Employee is deemed on by the date Company at the time of termination Employee’s separation from service to be a “specified employee” within for purposes of Code Section 401A(a)(2)(B)(i), to the meaning extent delayed commencement of that term any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B409A(a)(2)(B)(i), then with regard to any payment or the provision such portion of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit Employee’s benefits shall not be made or provided until the date which is to Employee prior to the earlier of (Ai) the expiration of the six (6)-month six-month period measured from the date of such Employee’s “separation from of service” of with the Executive, and Company or (Bii) the date of the ExecutiveEmployee’s death, to . Upon the extent required under Code Section 409A. Upon first business day following the expiration of the foregoing delay applicable Code Section 409A(a)(2)(B)(i) period, all payments and benefits delayed deferred pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) 5 shall be paid or reimbursed to the Executive in a lump sumsum to Employee, and any remaining payments and benefits due under this the Agreement shall be paid or as otherwise provided in accordance with the normal payment dates specified for them herein. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A409A (including, the Executivewithout limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Employee’s right to receive any installment payments pursuant to under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentspayment. Whenever a payment under It is intended that none of the severance payments and benefits to be provided hereunder will be subject to Section 409A of the Code and any ambiguities herein will be interpreted to be so exempt. Employee and the Company agree to work together in good faith to consider amendments to this Agreement specifies a and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion Employee under Section 409A of the EmployerCode. Notwithstanding anything to the contrary contained herein, to the extent that any other provision of amendment to this Agreement with respect to the contrary, in no event shall payment of any payment severance payments or benefits would constitute under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A a delay in a payment or a change in the form of payment, then such amendment must be subject to offset by any other amount unless otherwise permitted by done in a manner that complies with Code Section 409A.409A(a)(4)(C).

Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 25 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Section 409A. The intent of the parties It is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A of and the Code (“Code Section 409A”) guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewithconsistent with such intent. If In the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes event that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive is subject to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt but fails to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, the Company may revise the terms of the provision to correct such modification shall be made in good faith and shall, noncompliance to the maximum extent reasonably possiblepermitted under any guidance, maintain procedure or other method promulgated by the original intent and economic benefit Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive and the Employer on account of the applicable provision without violating the provisions of Code Section 409A. In such noncompliance; provided, however, that in no event whatsoever shall the Employer Company be liable for any additional tax, interest or penalty that may be imposed on upon or other detriment suffered by the Executive by Code under Section 409A or damages for failing to comply with Code Section 409A. With respect to Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payment payments due under Sections 3(c) or benefit considered to be nonqualified deferred compensation under Section 409A, a 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following incurred a termination of employment unless such termination is also and until the Executive shall incur a “separation from service” within the meaning of Code Section 409A and409A. The parties agree, for purposes of any such provision of this Agreementas permitted in accordance with the final regulations thereunder, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if shall occur when the Executive is deemed on and the date Company reasonably anticipate that the Executive’s level of termination bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to be a “specified employee” within no more than forty (40) percent of the meaning average level of that term under Code Section 409A(a)(2)(B), then with regard to any payment bona fide services performed by the Executive for the Company over the immediately preceding thirty-six (36) months (or the provision period of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until Executive’s employment if Executive has been employed with the date which is the earlier of (A) the expiration of the Company less than thirty-six (6)-month period measured from 36) months at the date of such “separation from service” of the Executive, and (B) the date time of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration termination). The determination of the foregoing delay period, all payments whether and benefits delayed pursuant to when a separation from service has occurred shall be made in accordance with this Section 23 (whether they would have otherwise been payable subparagraph and in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, manner consistent with Treasury Regulation 1.409A-1(h). All reimbursements and any remaining payments and in-kind benefits due provided under this Agreement shall be paid made or provided in accordance with the normal payment dates specified for them herein. To requirements of Section 409A to the extent that such reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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 are subject to liquidation Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or exchange for another benefit, and during a shorter period of time specified in this Agreement); (Cii) no such reimbursement, the amount of expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect reimbursement (and the expenses eligible for reimbursement, or in-kind benefits to be provided, ) during a calendar year may not affect the expenses eligible for reimbursement (and the in-kind benefits to be provided) in any other taxable 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 Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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 daysdays (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 Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.Company.

Section 409A. The intent of Notwithstanding any other provision in the parties is that payments and benefits under this Agreement comply with Section 409A of the Code (“Code Section 409A”) and, accordingly, to the maximum extent permittedcontrary, this Agreement shall be interpreted if and to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that Section 409A is deemed to apply to any provision hereof benefit under the Agreement, it is modified in order to comply with Code Section 409A, the general intention of the Companies that such modification shall be made in good faith and benefits shall, to the maximum extent reasonably possiblepracticable, maintain comply with, or be exempt from, Section 409A, and the original intent and economic benefit Agreement shall, to the Executive and extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Employer of the applicable provision without violating the provisions of Code Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In no the event whatsoever shall that the Employer be liable for Companies (or a successors thereto) have any additional tax, interest stock which is publicly traded on an established securities market or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if otherwise and the Executive is deemed on the date of termination determined to be a “specified employee” within the meaning of that term (as defined under Code Section 409A(a)(2)(B409A), then with regard to any payment or of deferred compensation subject to Section 409A to be made to the provision of any benefit Executive upon a separation from service may not be made before the date that is considered nonqualified six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation under Code subject to Section 409A payable on account of a “that would have been made to the Executive during the six months following his or her separation from service,” such payment , if any, will be accumulated and paid to the Executive during the seventh month following his or benefit shall not her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or provided until similar phrases will be interpreted in accordance with the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such term “separation from service” of the Executive, as defined under Section 409A if and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon Whenever payments under the expiration Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the foregoing delay periodextent not otherwise specified in the Agreement, all payments (A) reimbursements and (B) in-kind benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in provided under the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid made or provided in accordance with the normal payment dates specified for them herein. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes requirements of Code Section 409A, including, where applicable, the requirement that (A1) all any reimbursement is for 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 during the Executive, ’s lifetime (Bor during a shorter period of time specified in the Agreement); (2) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, the amount of expenses eligible for reimbursement, or in-in kind benefits provided in any taxable provided, during a calendar year shall in any way may not affect the expenses eligible for reimbursement, or in-in kind benefits to be provided, in any other taxable calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. For purposes Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of Code the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any payment portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A shall be subject to offset by any other amount unless otherwise permitted by Code Section 409A.paid under the applicable exception.

Section 409A. The intent of the parties It is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A of and the Code (“Code Section 409A”) guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewithconsistent with such intent. If In the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes event that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive is subject to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt but fails to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, the Company may revise the terms of the provision to correct such modification shall be made in good faith and shall, noncompliance to the maximum extent reasonably possiblepermitted under any guidance, maintain procedure or other method promulgated by the original intent and economic benefit Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive and the Employer on account of the applicable provision without violating the provisions of Code Section 409A. In such noncompliance. Provided, however, that in no event whatsoever shall the Employer Company be liable for any additional tax, interest or penalty that may be imposed on upon or other detriment suffered by the Executive by Code under Section 409A or damages for failing to comply with Code Section 409A. With respect to Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payment payments due under Sections 3(c) or benefit considered to be nonqualified deferred compensation under Section 409A, a 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following incurred a termination of employment unless such termination is also and until the Executive shall incur a “separation from service” within the meaning of Code Section 409A and409A. The parties agree, for purposes of any such provision of this Agreementas permitted in accordance with the final regulations thereunder, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if shall occur when the Executive is deemed on and the date of termination to be a “specified employee” within the meaning of Company reasonably anticipate that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to the extent required under Code Section 409A. Upon the expiration no more than forty (40) percent of the foregoing delay period, all payments average level of bona fide services performed by the Executive for the Company over the immediately preceding thirty-six (36) months. The determination of whether and benefits delayed pursuant to when a separation from service has occurred shall be made in accordance with this Section 23 (whether they would have otherwise been payable subparagraph and in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and any remaining payments and in-kind benefits due provided under this Agreement shall be paid made or provided in accordance with the normal payment dates specified for them herein. To requirements of Section 409A to the extent that such reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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 are subject to liquidation Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or exchange for another benefitduring a shorter period of time specified in this Agreement), and (Cii) no such reimbursement, the amount of expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect reimbursement (and the expenses eligible for reimbursement, or in-kind benefits to be provided, ) during a calendar year may not affect the expenses eligible for reimbursement (and the in-kind benefits to be provided) in any other taxable 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 Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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 daysdays (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 Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.Company.

Section 409A. The intent of the parties This Agreement is that payments and benefits under this Agreement intended to comply with the requirements of Section 409A of the Code (“Code Section 409A”) and), accordinglyand the Parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the provisions of Section 409A, to the maximum extent permittedremaining provisions of this Agreement shall remain in effect, and this Agreement shall be interpreted administered and applied as if the non-complying provisions were not part of this Agreement. The Parties in that event shall endeavor to be in compliance therewith. If agree upon a reasonable substitute for the Executive notifies the Employer (with specificity as non-complying provisions, to the reason therefor) extent that the Executive believes that any a substituted provision of would not cause this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt fail to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, and, upon so agreeing, shall incorporate such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the substituted provisions of Code Section 409A. into this Agreement. In no event whatsoever shall the Employer Company be liable for any additional tax, interest or penalty that may be imposed on the Executive you by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a A termination of your employment hereunder shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits benefit constituting “deferred compensation” under Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Company would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the contrary in this Agreementmeaning of Section 409A and, if at the Executive is deemed on the date time of termination to be your “separation from service” you are a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment such payments or benefits shall be delayed until the provision six-month anniversary of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account the date of a your “separation from service,.” such Each payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid designated as a “separate payment” within the meaning of Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the normal payment dates specified for them herein. To requirements of Section 409A to the extent that such reimbursements or other in-kind benefits under this Agreement are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute “nonqualified deferred compensation” for purposes taxable income to you shall in no event be paid later than the end of Code the calendar year next following the calendar year in which you incur such expense or pays such related tax. Unless otherwise permitted by 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 under this Agreement shall not be subject to liquidation or exchange for another benefit, benefit and (C) no such reimbursement, the amount of expenses eligible for reimbursement, or in-kind benefits benefits, provided in during any taxable year shall in any way not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, respectively, in any other taxable year. For purposes In the event that any payment(s) from the Company to you is conditioned upon your execution and non-revocation of Code Section 409Aa general release of claims in favor of the Company, and the period you have to sign and/or revoke such release spans two calendar years, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated Company will pay (or begin paying you, 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, applicable) such payment(s) as soon as possible but in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes earlier than the beginning of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.such second calendar year.

Section 409A. (a) 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 (“Code Section 409Athe Code”) and the regulations and guidance promulgated thereunder (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. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A of the Code upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” Notwithstanding anything to The determination of whether and when a separation from service has occurred shall be made in a manner consistent with, and based on the contrary in this Agreementpresumptions set forth in, US Treasury Regulation Section 1.409A-1(h) or any successor provision thereto. It is intended that each installment, if any, of the payments and benefits provided hereunder shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor the Executive is deemed on shall have the date of termination right to be a “specified employee” within accelerate or defer the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision delivery of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment payments or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, benefits except to the extent specifically permitted or required under Code by Section 409A. Upon the expiration 409A of the foregoing delay period, all payments Code. All reimbursements and in-kind benefits delayed pursuant to provided under this Section 23 (whether they would have Agreement or otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid made or provided in accordance with the normal payment dates specified for them herein. To requirements of Section 409A of the Code to the extent that such reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes are subject to Section 409A of Code Section 409A, (A) all the Code. All expenses or other reimbursements hereunder shall be made on or prior paid pursuant herewith and therewith that are taxable income to the last day Executive shall in no event be paid later than the end of the taxable calendar year next following the taxable calendar year in which the Executive incurs such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses were incurred or in-kind benefits, except as permitted by Section 409A of the ExecutiveCode, (B) any the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, the amount of expenses eligible for reimbursement, or in-kind benefits provided in provided, during any taxable year shall in any way not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that, the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense occurred. For purposes In no event shall the Company be required to pay Executive any “gross-up” or other payment with respect to any taxes or penalties imposed under Section 409A of the Code with respect to any benefit paid or promised to Executive hereunder. In the event that at the time of a separation from service the Executive is a “specified employee” as defined by Section 409A, no amount payable to the Executive by reason of such separation from service that constitutes deferred compensation subject to Section 409A shall be paid until the earlier of the first day of the seventh month following the month that includes the separation from service, or the date of the Executive’s right death, and any amount that would otherwise have been paid prior to receive any installment payments pursuant to this Agreement such date shall be treated paid 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrarysoon as practical following such date, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.a lump sum without interest.

Section 409A. The intent It is also the intention of the parties is that payments and benefits under this Agreement comply with that all income tax liability on payments made pursuant to this Agreement or any Benefit Plans be deferred until Executive actually receives such payment to the extent Code Section 409A of the Code (“Code Section 409A”) andapplies to such payments, accordingly, to the maximum extent permitted, and this Agreement shall be interpreted to be in compliance therewitha manner consistent with this intent. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that Therefore, if any provision of this Agreement (or any Benefit Plans is found not to be in compliance with any applicable requirements of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification that provision will be deemed amended and will be construed and administered, insofar as possible, so that this Agreement and any Benefit Plans, to the extent permitted by law and deemed advisable by the Company, do not trigger taxes and other penalties under Code Section 409A; provided, however, that Executive will not be required to forfeit any payment otherwise due without his written consent. In the event that, despite the parties’ intentions, any amount hereunder becomes taxable prior to the date that it would otherwise be paid, the Company shall pay to the Executive (which payment may be made in good faith whole or in part by way of direct remittance to appropriate tax authorities) the portion of such amount needed to pay applicable income and shall, to the maximum extent reasonably possible, maintain the original intent excise taxes and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty other penalties on such amounts. Any remaining portion of such amount shall be paid to Executive at the time otherwise specified in this Agreement, subject to Section 5(f). Solely for purposes of determining the time and form of payments due under this Agreement or otherwise in connection with his termination of employment with the Company and that may be imposed on the Executive by are subject to Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a termination of employment Executive shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following incurred a termination of employment unless such termination is also and until he shall incur a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive 409A. It is deemed on the date of termination to be a “specified employee” within the meaning of intended that term under Code Section 409A(a)(2)(B), then with regard to any each payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account installment of a “separation from service,” such payment or and each benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensationpayment” for purposes of Code Section 409A. All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Code Section 409A be to the extent that such reimbursements or in-kind benefits are subject to offset by Code Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount unless otherwise permitted by that may be reimbursed or paid), (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 set off or liquidation or exchange for any other benefit. Nothing in this Section 10(c) increases the Company’s obligations to Executive under this Agreement or any Benefit Plans. Executive remains solely liable for any taxes, including but not limited to any penalties or interest due to Code Section 409A.409A or otherwise, on the payments made hereunder or under any Benefit Plans. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect for payments made pursuant to this Agreement or any Benefit Plans.

Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with with, or be exempt from, Internal Revenue Code Section 409A of and the Code regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If In the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes event that any provision of amount due to you under this Agreement (or of any award of compensation, including equity other arrangement with the Company is deemed to be deferred compensation or benefits) would cause the Executive pursuant to incur any additional tax or interest under Code Section 409A and of the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determinationInternal Revenue Code of 1986, as amended, the Employer shall, after consulting with the Executive, reform parties agree to make such provision to attempt amendments as are necessary to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with requirements of Code Section 409A, so long as such modification shall be made in good faith and shall, to the maximum extent reasonably possible, amendments maintain the original intent and economic benefit to the Executive you and the Employer Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits benefit that constitutes “nonqualified deferred compensation” upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination you are deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive”, and (B) the date of the Executive’s your death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 Agreement (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive you in a lump sum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (Ax) all expenses expense 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 Executiveyou, (By) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (Cz) 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. For purposes of Code Section 409A, the Executive’s your right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the EmployerCompany. Notwithstanding To the extent that the payment of any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A 409A, any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be subject paid until the first regularly scheduled pay period following the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to offset by any other amount unless otherwise permitted by Code Section 409A.be paid prior thereto. * * * Sincerely:

Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Code 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 22 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Section 409A. The intent of Notwithstanding anything herein to the parties contrary, this Agreement is intended to be interpreted and applied so that the payments and benefits under this Agreement set forth herein shall either be exempt from the requirements of Section 409A, or shall comply with Section 409A the requirements of the Code (“Code Section 409A”) such provision and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance therewith. If with Section 409A. To the Executive notifies extent the Employer (with specificity as to the reason therefor) that the Executive believes Company determines that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination409A, the Employer shall, after consulting with the Executive, Company shall be entitled to reform such provision to attempt to comply with Code or be exempt from Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. modifications. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision Company without violating the provisions of Code Section 409A. In no event whatsoever shall Notwithstanding anything in this Agreement or elsewhere to the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409Acontrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Section 409A upon or following a termination of Executive’s employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for 409A. For purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean a “separation from service” Notwithstanding anything to and the contrary in this Agreement, if the Executive is deemed on date of such separation from service shall be the date of termination for purposes of any such payment or benefits. Each payment under this Agreement or otherwise in a series of payments shall be treated as a separate payment for purposes of Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a “specified employeedeferral of compensation” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment or benefit under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A. To the extent that any reimbursements pursuant to this Agreement or otherwise are taxable to Executive, any reimbursement payment due to Executive shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred; provided, that, Executive has provided the Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Company’s expense reimbursement policies. Reimbursements pursuant to this Agreement or otherwise are not subject to liquidation or exchange for another benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year. Notwithstanding any provision in this Agreement to the contrary, if on the date of Executive’s termination from employment with the Company Executive is deemed to be a “specified employee” within the meaning of Section 409A using the identification methodology selected by the Company from time to time, or if none, the default methodology under Section 409A, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A that would otherwise be paid or provided during the first six months following such Date of Termination shall be paid in a lump sum or provided (in each case, without interest) on the first payroll date on or following the earlier of (i) the date which is six (6) months and one (1) day after Executive’s termination of employment for any reason other than death, and (ii) the date of Executive’s death, and any remaining payments and benefits shall be paid or provided in accordance with the normal payment dates specified for such payment or benefit. Notwithstanding any of the foregoing to the contrary, the Company and its Affiliates and its and their respective officers, managers, 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, and none of the foregoing shall have any liability, including, without limitation, for any tax, interest, penalty or damage, for the failure of the terms of this Agreement to comply with, or be exempt from, the provisions of Section 409A.

Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with are intended to qualify for exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury Regulations promulgated thereunder (collectively, “Code Section 409A”), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) and, accordinglywill be construed in a manner that complies with Section 409A to the extent necessary to avoid adverse taxation under Section 409A. Notwithstanding anything to the contrary herein, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt required to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation Separation from serviceService” within the meaning of Code Section 409A 409A. The Executive’s right to receive any installment payments will be treated as a right to receive a series of separate payments and, for purposes of accordingly, each installment payment shall at all times be considered a separate and distinct payment. Notwithstanding any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on by the date Employer at the time of termination the Executive’s Separation from Service to be a “specified employee” within for purposes of Section 409A, and if any of the meaning of that term payments upon Separation from Service set forth herein and/or under Code any other agreement with the Employer are deemed to be “non-qualified deferred compensation” subject to Section 409A(a)(2)(B)409A, then with regard then, to any payment or the provision extent delayed commencement of any benefit that portion of such payments is considered nonqualified deferred compensation required in order to avoid a prohibited distribution under Code Section 409A payable on account of a “separation from service,” and the related adverse taxation under Section 409A, such payment or benefit payments shall not be made or provided until to the date which is Executive prior to the earlier earliest of (Aa) the expiration of the six (6)-month six-month period measured from the date of such “separation Separation from service” of the ExecutiveService, and (Bb) the date of the Executive’s deathdeath 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 required necessary to avoid adverse taxation under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant With respect to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code provided to the Executive hereunder (or otherwise) that are not exempt from Section 409A, the following rules shall apply: (Ax) all the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of the Executive’s taxable years 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 hereunder of eligible expenses, reimbursement shall be made on or prior to before the last day of the Executive’s taxable year following the taxable year in which such expenses were the expense was incurred by and (z) the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, the Employer makes no representation or warranty and (C) shall have no such reimbursement, expenses eligible for reimbursement, liability to the Executive 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. For purposes of Code Section 409A, the Executive’s right to receive person if any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision provisions of this Agreement are determined to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified constitute non-qualified deferred compensation” for purposes of Code compensation subject to Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.but do not satisfy an exemption from, or the conditions of, such Section.

Section 409A. The intent of the parties (a) It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith). If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof in this Agreement is modified in order ambiguous as to comply its compliance with Code Section 409A, such modification the provision shall be made interpreted in good faith and shall, a manner so that no amount payable hereunder shall be subject to an “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. In no event may Executive directly or indirectly designate the calendar year of payment. Each payment under this Agreement shall be a separate payment for purposes of Section 409A. 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 reasonably possible, maintain the original intent and economic benefit . Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with Employer for purposes of this Agreement unless Executive would be considered to have incurred a “separation of service” from Employer under Section 409A. Notwithstanding anything herein to the contrary, in the event the period for Executive to consider and, if applicable, revoke any release of claims begins in one calendar year and ends in a second calendar year, any “nonqualified deferred compensation” subject to, and not exempt from, Section 409A, shall be paid on the Employer first day of the applicable provision without violating second calendar year, subject to any other conditions to its payment. It is the intent of Employer that the provisions of Code Section 409A. In no event whatsoever shall the Employer this Agreement be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing interpreted to comply in all respects with Code Section 409A. With respect 409A; however, Employer shall have no liability to Executive, or any successor or beneficiary thereof, in the event taxes, interest, penalties or excise taxes may ultimately be determined to be applicable to any payment or benefit considered to be nonqualified deferred compensation under Section 409Areceived by Executive or any successor or beneficiary thereof, a termination of employment shall not be deemed to have occurred nor for purposes of reporting in good faith any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code benefit as subject to Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” 409A. Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement herein to the contrary, in no event shall amendment may be made to this Agreement if it would cause the Agreement or any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A hereunder not to be subject to offset by any other amount unless otherwise permitted by in compliance with Code Section 409A.

Section 409A. The intent of the parties This Agreement is that payments and benefits under this Agreement intended to comply with the requirements of Section 409A of the Code (“Code Section 409A”) and), accordinglyand the Parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the provisions of Section 409A, to the maximum extent permittedremaining provisions of this Agreement shall remain in effect, and this Agreement shall be interpreted administered and applied as if the non-complying provisions were not part of this Agreement. The Parties in that event shall endeavor to be in compliance therewith. If agree upon a reasonable substitute for the Executive notifies the Employer (with specificity as non-complying provisions, to the reason therefor) extent that the Executive believes that any a substituted provision of would not cause this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt fail to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, and, upon so agreeing, shall incorporate such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the substituted provisions of Code Section 409A. into this Agreement. In no event whatsoever shall the Employer Company be liable for any additional tax, interest or penalty that may be imposed on the Executive you by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a A termination of your employment hereunder shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits benefit constituting “deferred compensation” under Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Company would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the contrary in this Agreementmeaning of Section 409A and, if at the Executive is deemed on the date time of termination to be your “separation from service” you are a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment such payments or benefits shall be delayed until the provision six-month anniversary of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account the date of a your “separation from service,.” such Each payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid designated as a “separate payment” within the meaning of Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the normal payment dates specified for them herein. To requirements of Section 409A to the extent that such reimbursements or other in-kind benefits under this Agreement are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute “nonqualified deferred compensation” for purposes taxable income to you shall in no event be paid later than the end of Code the calendar year next following the calendar year in which you incur such expense or pays such related tax. Unless otherwise permitted by 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 under this Agreement shall not be subject to liquidation or exchange for another benefit, benefit and (C) no such reimbursement, the amount of expenses eligible for reimbursement, or in-kind benefits benefits, provided in during any taxable year shall in any way not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, respectively, in any other taxable year. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A..

Section 409A. The intent This Agreement is intended to comply with the requirements of Section 409A and the regulations thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the parties Code, the provision shall be interpreted in a manner so that no payment due to Executive shall be subject to an “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. To the extent that any provision in the Agreement is that payments and benefits under this ambiguous as to its compliance with Section 409A of the Code, or to the extent any provision in the Agreement must be modified to comply with Section 409A of the Code (“Code Section 409A”) andCode, accordingly, to the maximum extent permitted, this Agreement such provision shall be interpreted to read, or shall be in compliance therewith. If the Executive notifies the Employer modified (with specificity the mutual consent of the parties), as the case may be, in such a manner so that no payment due to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, subject to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any an “additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A(a)(1)(B) of the Code. For purposes of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the ExecutiveCode, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due each payment made under this Agreement shall be paid treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of any payment. All reimbursements provided under this Agreement shall be made or provided in accordance with the normal payment dates requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement be for expenses incurred during Executive’s lifetime (or during a shorter period of time specified for them herein. To the extent that reimbursements or other in-kind benefits under in this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409AAgreement), (Aii) all the amount of expenses or eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other reimbursements hereunder shall calendar year, (iii) the reimbursement of an eligible expense will be made on or prior to before the last day of the taxable calendar year following the taxable year in which such expenses were incurred by the Executiveexpense is incurred, and (Biv) any the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever if a payment or benefit under this Agreement specifies a payment period with reference is due to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensationseparation from service” for purposes of Code the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment or benefit shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be subject made or provided on the later of the date specified by the foregoing provisions of this Agreement or the date that is six months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to offset by any other amount unless otherwise permitted by Code this Section 409A.12 shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service, and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement.

Section 409A. The intent of the parties is intend that all payments and benefits under this Agreement comply with Section 409A of the Code and the regulations promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in a manner in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive EXECUTIVE and the Employer COMPANY of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever No amount shall the Employer be liable for any additional tax, interest payable pursuant to Section 6 or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, otherwise upon a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of EXECUTIVE’s employment unless such termination is also constitutes a “separation from service” within with COMPANY under Section 409A. To the meaning of Code Section 409A andmaximum extent permitted by applicable law, for purposes of any amounts payable to EXECUTIVE pursuant to such provision of this Agreement, references to a “termination,” “termination of employment” or like terms Sections herein shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made in reliance upon the exception for certain involuntary terminations under a separation pay plan or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required as short-term deferral under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (Ai) 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 ExecutiveEXECUTIVE, (Bii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (Cii) 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. For purposes of Code Section 409A, the ExecutiveEXECUTIVE’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any Any other provision of this Agreement to the contrarycontrary notwithstanding, in no event shall any payment or benefit under this Agreement that constitutes “nonqualified deferred compensation” compensation for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer Company (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer Company concurs with such belief or the Employer Company (without any obligation whatsoever to do so) independently makes such determination, the Employer Company shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 25 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the EmployerCompany. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Section 409A. The intent of the parties (a) It is intended that payments and benefits under this Agreement comply be drafted and administered in compliance with Section 409A of the Code Code, including, but not limited to, any future amendments to Section 409A of the Code, and any other Internal Revenue Service or other governmental rulings or interpretations (“Code Section 409AIRS Guidance”) and, accordingly, issued pursuant to Section 409A of the maximum extent permitted, this Agreement shall be interpreted Code so as not to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause subject the Executive to incur payment of interest or any additional tax or interest under Code Section 409A and of the Employer concurs with Code. In furtherance thereof, if payment or provision of any amount or benefit hereunder that is subject to Section 409A of the Code at the time specified herein would subject such belief amount or benefit to any additional tax under Section 409A of the Employer (without any obligation whatsoever to do so) independently makes such determinationCode, the Employer shall, after consulting with the Executive, reform payment or provision of such provision to attempt to comply with Code Section 409A through good faith modifications amount or benefit shall be postponed to the minimum extent reasonably appropriate earliest commencement date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. In addition, to conform with Code Section 409A. To the extent that any provision hereof is modified IRS Guidance issued under Section 409A of the Code would result in the Executive being subject to the payment of interest or any additional tax under Section 409A of the Code, the parties agree to amend this Agreement as required by law in order to comply with Code avoid the imposition of any such interest or additional tax under Section 409A409A of the Code, such modification which amendment shall have the minimum economic effect necessary and be made reasonably determined in good faith and shall, to by the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive Company and the Employer Executive. For purposes of Section 409A of the applicable provision without violating the provisions Code, each payment of Code Section 409A. In no event whatsoever any severance pursuant to Article III shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, treated a separate payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Code Section 409A andof the Code and IRS Guidance). Notwithstanding the foregoing, for purposes of any such provision of this Agreementnothing contained herein shall be construed as a representation, references to a “termination,” “termination of employment” guarantee or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed other undertaking on the date part of termination to be a “specified employee” within the meaning of Company that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement (including, without limitation, the Bonus, 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. The Executive shall be treated as a right solely responsible for determining the tax consequences 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, the actual date of payment within the specified period shall be within the sole discretion him of the Employer. Notwithstanding payments made pursuant to this Agreement, including, without limitation, any other provision of this Agreement to the contrary, in no event shall any payment possible tax consequences under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.of the Code.

Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that Notwithstanding any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement: (i) no amount shall be payable pursuant to Section 4.1 unless the Executive’s termination of employment constitutes a Separation from Service and unless, on or prior to the 60th day following the date of Executive’s Covered Termination, Executive executes a waiver and release of claims agreement in the Company’s customary form and does not subsequently revoke such waiver and release of claims agreement and (ii) if at the time of the Executive’s Separation from Service the Executive is deemed on the date of termination determined to be a “specified employee” within for purposes of Section 409A(a)(2)(B)(i) of the meaning of that term under Code Section 409A(a)(2)(B)Code, then with regard to any payment or the provision extent delayed commencement of any benefit that portion of the termination benefits to which the Executive is considered nonqualified deferred compensation entitled under Code this Agreement is required in order to avoid a prohibited distribution under Section 409A payable on account 409A(a)(2)(B)(i) of a “separation from service,” the Code, such payment or benefit portion of the Executive’s termination benefits shall not be made or provided until to the date which is Executive prior to the earlier of (A) the expiration of the six (6)-month six-month period measured from the date of such “separation from service” of the Executive, and ’s Separation from Service or (B) the date of the Executive’s death, to the extent required under Code Section 409A. . Upon the expiration earlier of the foregoing delay periodsuch dates, all payments and benefits delayed deferred pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) 4.3 shall be paid or reimbursed to the Executive in a lump sumsum to the Executive, and any remaining payments and benefits due under this the Agreement shall be paid or as otherwise provided in accordance with the normal payment dates specified for them herein. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A409A of the Code, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment To the extent that any reimbursement of any expense under Sections 3.2 or 4.1 or in-kind benefits provided under this Agreement specifies a payment period with reference are deemed to a number of daysconstitute taxable compensation to the Executive, the actual date of payment within the specified period shall such amounts will be within the sole discretion reimbursed or provided no later than December 31 of the Employeryear following the year in which the expense was incurred. Notwithstanding The amount of any such expenses reimbursed or in-kind benefits provided in one year shall not affect the expenses or in-kind benefits eligible for reimbursement or payment in any subsequent year, and the Executive’s right to such reimbursement or payment of any such expenses will not be subject to liquidation or exchange for any other provision benefit. The determination of this Agreement to whether the contrary, in no event shall any payment under this Agreement that constitutes Executive is a “nonqualified deferred compensationspecified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall be made by the Company in accordance with the terms of Section 409A be subject to offset by of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any other amount unless otherwise permitted by Code Section 409A.successor provision thereto).

Section 409A. The intent of the parties is that All severance payments and benefits under this Agreement comply with Section 409A of the Code (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, upon a termination of employment shall not be deemed to have occurred for purposes of any provision of under this Agreement providing for the payment of any amounts or benefits may be made only upon or following a termination of employment unless such termination is also a “separation from of service” within the meaning of Code Section 409A and, for purposes of the Code and the Department of Treasury regulations and other guidance promulgated thereunder. Notwithstanding any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive Employee is deemed on by the date Company at the time of termination Employee’s separation from service to be a “specified employee” within for purposes of Code Section 401A(a)(2)(B)(i), to the meaning extent delayed commencement of that term any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B409A(a)(2)(B)(i), then with regard to any payment or the provision such portion of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit Employee’s benefits shall not be made or provided until the date which is to Employee prior to the earlier of (Ai) the expiration of the six (6)-month six-month period measured from the date of such Employee’s “separation from of service” of with the Executive, and Company or (Bii) the date of the ExecutiveEmployee’s death, to . Upon the extent required under Code Section 409A. Upon first business day following the expiration of the foregoing delay applicable Code Section 409A(a)(2)(B)(i) period, all payments and benefits delayed deferred pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) 7 shall be paid or reimbursed to the Executive in a lump sumsum to Employee, and any remaining payments and benefits due under this the Agreement shall be paid or as otherwise provided in accordance with the normal payment dates specified for them herein. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A409A (including, the Executivewithout limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Employee’s right to receive any installment payments pursuant to under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentspayment. Whenever a payment under It is intended that none of the severance payments and benefits to be provided hereunder will be subject to Section 409A of the Code and any ambiguities herein will be interpreted to be so exempt. Employee and the Company agree to work together in good faith to consider amendments to this Agreement specifies a and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion Employee under Section 409A of the EmployerCode. Notwithstanding anything to the contrary contained herein, to the extent that any other provision of amendment to this Agreement with respect to the contrary, in no event shall payment of any payment severance payments or benefits would constitute under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A a delay in a payment or a change in the form of payment, then such amendment must be subject to offset by any other amount unless otherwise permitted by done in a manner that complies with Code Section 409A.409A(a)(4)(C).

Section 409A. The intent Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the parties is that payments and benefits under PSUs (including any Dividend Equivalent Rights related thereto) to be made to the Grantee pursuant to this Agreement comply 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 (“Code Section 409A”) andCode. Further, accordingly, notwithstanding anything herein to the maximum extent permittedcontrary, this Agreement shall be interpreted to be if at the time of the Grantee’s termination of employment with the Company and all Service Recipients, the Grantee is a “specified employee” as defined in compliance therewith. If Section 409A of the Executive notifies Code, and the Employer (with specificity as to deferral of the reason therefor) that the Executive believes that any provision of this Agreement (or commencement of any award payments or benefits otherwise payable hereunder as a result of compensation, including equity compensation such termination of service is necessary in order to prevent the imposition of any accelerated or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and of the Employer concurs with Code, then the Company will defer the commencement of the payment of any such belief payments or the Employer benefits hereunder (without any obligation whatsoever reduction in such payments or benefits ultimately paid or provided to do sothe Grantee) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate necessary to conform with Code satisfy Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer 409A of the applicable provision without violating Code until the provisions date that is six months and one day following the Grantee’s termination of Code Section 409A. In no event whatsoever shall employment with the Employer be liable for any additional tax, interest Company (or penalty that may be imposed on the Executive by Code earliest date as is permitted under Section 409A or damages for failing to comply with Code Section 409A. With respect to any of the Code), if such payment or benefit considered to be nonqualified deferred compensation under Section 409A, is payable upon a termination of employment shall not be deemed to have occurred for employment. For purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following Agreement, a “termination of employment unless such termination is also a employment” shall have the same meaning as “separation from service” within the meaning of Code under Section 409A and, for purposes of any such provision of this Agreement, references the Code and Grantee shall be deemed to a have remained employed so long as Grantee has not “termination,” “termination of employment” or like terms shall mean “separation separated from service” Notwithstanding anything to with the contrary in this Agreement, if the Executive is deemed on the date Company or Successor. Each payment of termination to be PSUs (and related Dividend Equivalent Units) constitutes a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensationseparate payment” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day 409A 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.Code.

Section 409A. The intent of the parties This Agreement is that payments and benefits under this Agreement intended to comply with the requirements of Section 409A of the Code (“Code Section 409A”) and), accordinglyand the parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the provisions of Section 409A, to the maximum extent permittedremaining provisions of this Agreement shall remain in effect, and this Agreement shall be interpreted administered and applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to be in compliance therewith. If agree upon a reasonable substitute for the Executive notifies the Employer (with specificity as non-complying provisions, to the reason therefor) extent that the Executive believes that any a substituted provision of would not cause this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt fail to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, and, upon so agreeing, shall incorporate such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the substituted provisions of Code Section 409A. into this Agreement. In no event whatsoever shall the Employer Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a A termination of Executive’s employment hereunder shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits benefit constituting “deferred compensation” under Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Company would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the contrary in this Agreementmeaning of Section 409A and, if at the time of Executive’s “separation from service” Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment such payments or benefits shall be delayed until the provision six-month anniversary of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account the date of a Executive’s “separation from service,” such ”. Each payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid designated as a “separate payment” within the meaning of Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the normal payment dates specified for them herein. To requirements of Section 409A to the extent that such reimbursements or other in-kind benefits under this Agreement are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute “nonqualified deferred compensation” for purposes taxable income to Executive shall in no event be paid later than the end of Code the calendar year next following the calendar year in which Executive incurs such expense or pays such related tax. Unless otherwise permitted by 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 under this Agreement shall not be subject to liquidation or exchange for another benefit, benefit and (C) no such reimbursement, the amount of expenses eligible for reimbursement, or in-kind benefits benefits, provided in during any taxable year shall in any way not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, respectively, in any other taxable year. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A..

Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Code 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 24 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Section 409A. The intent of the parties This Agreement is that payments and benefits under this Agreement comply with intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and related U.S. Treasury regulations or official pronouncements (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall and any ambiguous provision will be interpreted to be construed in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) a manner that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs is compliant with such belief or the Employer (without any obligation whatsoever exemption; provided, however, if and to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof compensation payable pursuant to this Agreement is modified in order determined to comply with Code be subject to Section 409A, such modification shall this Agreement will be made construed in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code a manner that will comply with Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of Notwithstanding any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination Executive’s Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard any payments and benefits under this Agreement that are subject to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account and paid by reason of a “separation from service,” such payment or benefit termination of employment shall not be made or provided until on the later of (a) the payment date set forth in this Agreement or (b) the date which that is the earlier earliest of (Ai) the expiration of the six (6)-month six-month period measured from the date of such “separation from service” of the Executive, and ’s termination of employment or (Bii) the date of the Executive’s death, death (the “Delay Period”). Payments and benefits subject to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement Delay Period shall be paid or provided in accordance to the Executive without interest for such delay. Termination of employment as used throughout this Agreement shall refer to a separation from service within the meaning of Section 409A. To the extent required to comply with Section 409A, references to a “resignation,” “termination,” “termination of employment” or like terms throughout this Agreement shall be interpreted consistent with the normal payment dates specified for them herein. meaning of “separation from service” as defined in Section 409A. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall will be made on or prior to before the last day of the taxable year following the taxable year in which such expenses were incurred by the Executiveyou, (B) any right to reimbursement or in-kind benefits shall will 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 will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A..

Section 409A. The intent of Notwithstanding anything herein to the parties is that payments and benefits under contrary, this Agreement comply with is intended to be interpreted and applied so that the payments set forth herein either shall either be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code Code”), or shall comply with the requirements of Section 409A”) 409A of the Code, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance therewithwith Section 409A of the Code. If Notwithstanding the Executive notifies foregoing, none of the Employer (with specificity as to Company, its Affiliates, officers, directors, employees, or agents guarantees that this Agreement complies with, or is exempt from, the reason therefor) that requirements of Section 409A of the Executive believes that Code and none of the foregoing shall have any provision liability for the failure of this Agreement to comply with, or be exempt from, such requirements. XXXXXXX ENERGY CORPORATION By: Title: Address: PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PHANTOM SHARES SUBJECT TO THIS AWARD SHALL VEST AND BECOME SETTLED, IF AT ALL, ONLY DURING THE PERIOD OF PARTICIPANT’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THIS AWARD). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF PARTICIPANT’S CONTINUOUS SERVICE. Participant acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A terms and provisions hereof and thereof. Participant has reviewed this Agreement and the Employer concurs with such belief or Plan in their entirety, has had an opportunity to obtain the Employer (without any obligation whatsoever advice of tax and legal counsel prior to do so) independently makes such determinationexecuting this Agreement, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the fully understands all provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for and the payment Plan. Participant hereby agrees that all disputes arising out of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant relating to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in Agreement and the absence of such delay) Plan shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided resolved in accordance with the normal payment dates specified Plan. Participant further agrees to notify the Company upon any change in the address for them hereinnotice indicated in this Agreement. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.DATED: SIGNED: PARTICIPANT Address:

Section 409A. The intent This Agreement is intended to comply with the requirements of Section 409A, and the parties is that payments and benefits under hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with Section 409A the provisions of the Code (“Code Section 409A”) and, accordinglythe remaining provisions of this Agreement shall remain in effect, to the maximum extent permitted, and this Agreement shall be interpreted administered and applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to be in compliance therewith. If agree upon a reasonable substitute for the Executive notifies the Employer (with specificity as non-complying provisions, to the reason therefor) extent that the Executive believes that any a substituted provision of would not cause this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt fail to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, and, upon so agreeing, shall incorporate such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the substituted provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a into this Agreement. A termination of Employee’s employment hereunder shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits benefit constituting “deferred compensation” under Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Employer would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the contrary in this Agreementmeaning of Section 409A and, if at the Executive time of Employee’s “separation from service” Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment such payments or benefits shall be delayed until the provision six-month anniversary of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account the date of a Employee’s “separation from service,” such ”. Each payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid designated as a “separate payment” within the meaning of Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the normal payment dates specified for them herein. To requirements of Section 409A to the extent that such reimbursements or other in-kind benefits under this Agreement are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute “nonqualified deferred compensation” for purposes taxable income to Employee shall in no event be paid later than the end of Code the calendar year next following the calendar year in which Employee incurs such expense or pays such related tax. Unless otherwise permitted by 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 under this Agreement shall not be subject to liquidation or exchange for another benefit, benefit and (C) no such reimbursement, the amount of expenses eligible for reimbursement, or in-kind benefits benefits, provided in during any taxable year shall in any way not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, respectively, in any other taxable year. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A..

Section 409A. The intent of the parties This Agreement is that payments and benefits under this Agreement intended to comply with Code Section 409A and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of the Code (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. 409A. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive Employee to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determinationaccompanying Treasury regulations and guidance, the Employer shall, after consulting with the ExecutiveEmployee, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shallto the extent permitted under Code Section 409A; provided, however, that Employer agrees to maintain, to the maximum extent reasonably possiblepracticable, maintain the original intent and economic benefit to the Executive and the Employer Employee of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of Notwithstanding any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive Employee is deemed on the his termination date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)) of the Code, then with regard the payments and benefits under this Agreement that are subject to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until (subject to the date which is last sentence hereof) on the earlier 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 six (6)-month six-month period measured from the date of such “separation from service” Employee’s Termination of the Executive, and employment or (Bii) the date of Employee’s death (the Executive’s death, “Delay Period”). Payments subject to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) Delay Period shall be paid or reimbursed to the Executive Employee without interest for such delay 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employerpayment. Notwithstanding any other provision of this Agreement to the contrary, Employee acknowledges and agrees that the Company and its employees, officers, directors, Affiliates and Subsidiaries shall not be liable for, and nothing provided or contained in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes will be construed to obligate or cause the Company and/or its employees, officers, directors, Affiliates and Subsidiaries to be liable for, any tax, interest or penalties imposed on Employee related to or arising with respect to any violation of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 22 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Section 409A. The intent of This Agreement is intended to be interpreted and applied so that the parties is that payments and benefits under this Agreement comply with set forth herein shall either be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) and), accordingly, to the maximum extent permitted, this Agreement or shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting comply with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer requirements of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall may Executive, directly or indirectly, designate the Employer calendar year of any payment to be liable for any additional tax, interest made under this Agreement or penalty that may be imposed on otherwise which constitutes a “deferral of compensation” within the Executive by Code Section 409A or damages for failing to comply with Code meaning of Section 409A. With respect Notwithstanding anything in this Agreement or elsewhere to any payment or benefit considered to be nonqualified deferred compensation under Section 409Athe contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Section 409A upon or following a termination of Executive’s employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” within the meaning of Section 409A. With respect to any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that constitutes a “deferral of compensation” within the meaning of Section 409A, (i) the expenses eligible for reimbursement or in-kind benefits provided to Executive must be incurred during the Term, (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (iii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (iv) the right to payment or reimbursement or in-kind benefits may not be liquidated or exchanged for any other benefit. Notwithstanding anything any provision in this Agreement or elsewhere to the contrary in this Agreementcontrary, if the on Executive’s termination of employment, Executive is deemed on the date of termination to be a “specified employee” within the meaning of Section 409A, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treasury Regulation section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Code Section 409A(a)(2)(BTreasury Regulation section 1.409A-1(b)(9)(iii)(A)), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made delayed and paid or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 Executive in a lump sum (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 on the Executive in a lump sumearlier of (x) the date which is six months and one day after Executive’s separation from service for any reason other than death, and (y) the date of Executive’s death, 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. To the extent that reimbursements such payment or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 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 issued thereunder (“Code Section 409A”) and), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. If the Executive notifies the Employer (with specificity as Notwithstanding anything to the reason therefor) that contrary in the Executive believes that any provision of Plan or this Agreement, the Corporation reserves the right to revise this Agreement (as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Section 409A or to otherwise avoid imposition of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest income recognition under Code Section 409A and prior to the Employer concurs with such belief actual payment of cash or shares of Common Stock pursuant to the Employer (without any obligation whatsoever to do so) independently makes such determinationRSUs. However, the Employer shall, after consulting with Corporation makes no representation that the Executive, reform such provision RSUs are not subject to attempt to comply with Code Section 409A through good faith modifications nor makes any undertaking to preclude Section 409A from applying to the minimum extent reasonably appropriate RSUs. The Corporation shall not have any liability under the Plan or this Agreement for any taxes, penalties or interest due on amounts paid or payable pursuant to conform with Code the Plan or this Agreement, including any taxes, penalties or interest imposed under Section 409A. To For purposes of the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith Plan and shallthis Agreement, to the maximum extent reasonably possible, maintain the original intent and economic benefit necessary to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment Employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment settlement of any amounts or benefits upon or following a termination portion of employment the RSUs unless such termination is also constitutes a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employmentEmployment” or like similar terms shall mean “separation from service.” Notwithstanding Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary in this Agreementcontrary, if the Executive is you are deemed on the date Date of termination Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A and you are subject to U.S. federal taxation, then with regard then, to any payment or the provision extent the settlement of any benefit that the RSUs following such termination of Employment is considered nonqualified the payment of “non-qualified deferred compensation compensation” under Code Section 409A payable on account of a “separation from service,” that is not exempt from Section 409A, such payment or benefit settlement shall not be made or provided delayed until the date which that is the earlier of (Ai) the expiration of the six (6)-month six-month period measured from the date of such “separation from service” of the Executive, and or (Bii) the date of the Executive’s your death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A..

Section 409A. The intent of Agreement is hereby amended by adding the parties is that payments and benefits under this Agreement comply with Section 409A of the Code (“Code Section 409A”) and, accordingly, following sentences to the maximum extent permitted, this beginning of Section 12(m): “This Agreement shall be interpreted to be and administered in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes a manner so that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment amount or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement hereunder shall be paid or provided in accordance a manner that is either exempt from or compliant with the normal payment dates specified for them hereinrequirements Section 409A of the Code and applicable advice and regulations issued thereunder. To Notwithstanding anything in this Agreement to the contrary, to the extent that reimbursements any amount or other inbenefit that would constitute non-kind benefits under this Agreement constitute exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under the Agreement by reason of Executive’s termination of employment, such amount or benefit will not be payable or distributable to Executive by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (Aii) all expenses the payment or other reimbursements hereunder distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any amount upon a termination of employment, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the next earliest payment or prior to distribution date or event specified in the last day Agreement that is permissible under Section 409A. Whenever in this Agreement the provision of the taxable year following the taxable year in which a payment or benefit is conditioned on Executive’s execution and non-revocation of a release of claims, such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not release must be subject to liquidation or exchange for another benefitexecuted, and (C) no such reimbursementall revocation periods shall have expired, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect within 60 days after the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. For purposes date of Code Section 409A, the termination of Executive’s right employment, but the Company may elect to receive commence payment at any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct paymentstime during such 60-day period. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding If any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement amount or benefit that constitutes would constitute non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of the Executive’s separation from service during a period in which he is a “specified employee” (as defined in Code Section 409A and applicable regulations), then payment or commencement of such non-exempt amounts or benefits shall be subject to offset by any other amount unless otherwise permitted by Code Section 409A.delayed until the earlier of the Executive’s death or the first day of the seventh month following the Executive’s separation from service.” Except as expressly amended hereby, the terms of the Agreement shall be and remain unchanged and the Agreement as amended hereby shall remain in full force and effect.

Section 409A. The intent Section 12(s) of the parties Employment Agreement is hereby deleted in its entirety and replaced with a new Section 12(s) to read as follows: To the extent applicable, it is intended that payments and benefits under this the Agreement comply with the provisions of Section 409A of the Code (“Code Section 409A”) and409A. The Agreement will be administered and interpreted in a manner consistent with this intent, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that and any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) that would cause the Executive Agreement to incur any additional tax or interest under Code fail to satisfy Section 409A will have no force and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt effect until amended to comply with Code Section 409A through good faith modifications therewith (which amendment may be retroactive to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code permitted by Section 409A, such modification shall be made in good faith and shall, ). Notwithstanding anything contained herein to the maximum extent reasonably possiblecontrary, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a termination of employment you shall not be deemed considered to have occurred terminated employment with Employer for purposes of any provision of this the Agreement providing for and no payments shall be due to you under the payment of any amounts or benefits Agreement which are payable upon or following a your termination of employment unless such termination is also you would be considered to have incurred a “separation from service” from Employer within the meaning of Code Section 409A and409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Agreement during the six-month period immediately following your termination of employment shall instead be paid on the first business day after the date that is six months following your termination of employment (or upon your death, if earlier). In addition, for purposes of any such provision of this the Agreement, references each amount to be paid or benefit to be provided to you pursuant to the Employment Agreement shall be construed as a separate identified payment for purposes of Section 409A. With respect to expenses eligible for reimbursement under the terms of the Agreement, (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “termination,” “termination deferral of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employeecompensation” within the meaning of Section 409A; provided, however, that term under Code Section 409A(a)(2)(B), then with regard respect to any payment or reimbursements for any taxes to which you become entitled under the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration terms of the six (6)-month period measured from Agreement, the date payment of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to by Employer no later than the last day end of the taxable calendar year following the taxable calendar year in which such expenses were incurred by you remit 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.related taxes.

Section 409A. The intent of the parties This Agreement is that payments and benefits under this Agreement intended to comply with the requirements of Section 409A of the Code (“Code "Section 409A”) and"), accordinglyand the parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the provisions of Section 409A, to the maximum extent permittedremaining provisions of this Agreement shall remain in effect, and this Agreement shall be interpreted administered and applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to be in compliance therewith. If agree upon a reasonable substitute for the Executive notifies the Employer (with specificity as non-complying provisions, to the reason therefor) extent that the Executive believes that any a substituted provision of would not cause this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt fail to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, and, upon so agreeing, shall incorporate such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the substituted provisions of Code Section 409A. into this Agreement. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive you by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a A termination of your employment hereunder shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits benefit constituting "deferred compensation" under Section 409A upon or following a termination of employment unless such termination is also a “"separation from service” " within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “"termination,” “" "termination of employment” " or like terms shall mean “"separation from service” Notwithstanding anything ." In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Employer would constitute payments or benefits pursuant to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” non-qualified deferred compensation plan within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account and, at the time of a “your "separation from service,” " you are a "specified employee" within the meaning of Section 409A, then any such payment payments or benefit benefits shall not be made or provided delayed until the date which is the earlier six-month anniversary of (A) the expiration of the six (6)-month period measured from the date of such “your "separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due ." Each payment made under this Agreement shall be paid designated as a "separate payment" within the meaning of Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the normal payment dates specified for them herein. To requirements of Section 409A to the extent that such reimbursements or other in-kind benefits under this Agreement are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute “nonqualified deferred compensation” for purposes taxable income to you shall in no event be paid later than the end of Code the calendar year next following the calendar year in which you incur such expense or pay such related tax. Unless otherwise permitted by 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 under this Agreement shall not be subject to liquidation or exchange for another benefit, benefit and (C) no such reimbursement, the amount of expenses eligible for reimbursement, or in-kind benefits benefits, provided in during any taxable year shall in any way not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, respectively, in any other taxable year. For purposes In the event that any payment(s) from the Employer to you is conditioned upon your execution and non-revocation of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series general release of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion claims in favor of the Employer. Notwithstanding any other provision of this Agreement , and the period you have to sign and/or revoke such release spans two calendar years, the contraryEmployer will pay (or begin paying you, as applicable) such payment(s) as soon as possible but in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes earlier than the beginning of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.such second calendar year.

Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code Code, or an exemption thereunder, and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In Notwithstanding the foregoing, Employer makes no representation that the payments and benefits provided under this Agreement comply with Code Section 409A and, in no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 25 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Section 409A. The intent of the parties This Agreement is that payments and benefits under this Agreement intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code Code”), the Treasury regulations and other guidance promulgated or issued thereunder (“Section 409A”) and, accordingly), to the maximum extent permittedthat the requirements of Section 409A are applicable thereto, and after application of all available exemptions, including but not limited to, the “short-term deferral rule” and “involuntary separation pay plan exception” and the provisions of this Agreement shall be interpreted construed in a manner consistent with that intention. The Company shall not have any liability to be in compliance therewith. If the Executive notifies the Employer (with specificity as respect to tax obligations that result under any tax law and makes no representation with respect to the reason therefor) tax treatment of the payments and/or benefits provided under this Agreement. Any provision required for compliance with Section 409A that the Executive believes that any provision is omitted from this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause to the Executive to incur any additional tax or interest under Code Section 409A and same extent as though expressly set forth herein. To the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt extent required to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (excluding death) within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the (excluding death). If Executive is deemed on the date of termination to be a “specified employee,” within the meaning of that term under Code Section 409A(a)(2)(B)) of the Code and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or the providing of any benefit made under this Agreement, to the extent required to be delayed in compliance with Section 409A(a)(2)(B) of the Code, and any other payment or the provision of any other benefit that is considered nonqualified deferred compensation under Code required to be delayed in compliance with Section 409A payable on account 409A(a)(2)(B) of a “separation from service,” the Code, such payment or benefit shall not be made or provided until the date which is prior to the earlier of (Ai) the expiration of the six (6)-month six-month period measured from the date of such Executive’s “separation from service” of the Executive, and or (Bii) the date of death. On the Executive’s death, to the extent required under Code Section 409A. Upon the expiration first day of the foregoing delay periodseventh month following the date of “separation from service,” or if earlier, on the date of death, all payments and benefits delayed pursuant to this subparagraph and Section 23 409A (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent With regard to any provision herein that reimbursements provides for reimbursement of costs and expenses or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code benefits, except as permitted by Section 409A, (Ai) 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 is not be subject to liquidation or exchange for another benefit, and (Cii) no such reimbursement, the amount of expenses eligible for reimbursement, or in-kind benefits benefits, provided in during any taxable year shall in any way not affect the expenses expense eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred. For purposes of Code applying the provisions of Section 409A409A to this Agreement, each separately identified amount to which Executive is entitled under this Agreement shall be treated as a separate payment within the Executive’s right to receive meaning of Section 409A. In addition, any series of installment payments pursuant to under this Agreement shall be treated as a right to receive a series of separate and distinct paymentspayments under Section 409A, including Treas. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the EmployerReg. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.1.409A-2(b)(2)(iii).

Section 409A. The intent of the parties This Agreement is that payments and benefits under this Agreement intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) and), accordinglyand the Parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the provisions of Section 409A, to the maximum extent permittedremaining provisions of this Agreement shall remain in effect, and this Agreement shall be interpreted administered and applied as if the non-complying provisions were not part of this Agreement. The Parties in that event shall endeavor to be in compliance therewith. If agree upon a reasonable substitute for the Executive notifies the Employer (with specificity as non-complying provisions, to the reason therefor) extent that the Executive believes that any a substituted provision of would not cause this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt fail to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, and, upon so agreeing, shall incorporate such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer substituted provisions into this Agreement. A termination of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a termination of Executive’s employment hereunder shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits benefit constituting “deferred compensation” under Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Company would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the contrary in this Agreementmeaning of Section 409A and, if at the time of the Executive’s “separation from service” the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment such payments or benefits shall be delayed until the provision six-month anniversary of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account the date of a Executive’s “separation from service,” such ”. Each payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid designated as a “separate payment” within the meaning of Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the normal payment dates specified for them herein. To requirements of Section 409A to the extent that such reimbursements or other in-kind benefits under this Agreement are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute “nonqualified deferred compensation” for purposes taxable income to the Executive shall in no event be paid later than the end of Code the calendar year next following the calendar year in which the Executive incurs such expense or pays such related tax. Unless otherwise permitted by 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 under this Agreement shall not be subject to liquidation or exchange for another benefit, benefit and (C) no such reimbursement, the amount of expenses eligible for reimbursement, or in-kind benefits benefits, provided in during any taxable year shall in any way not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, respectively, in any other taxable year. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A..

Section 409A. The intent of To the parties is that payments fullest extent applicable, the compensation and benefits payable under this Agreement comply with are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A in accordance with one or more of the Code (“Code Section 409A”) and, accordingly, to exemptions available under the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest final Treasury Regulations promulgated under Code Section 409A and (the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. “Treasury Regulations”). To the extent that any provision hereof such compensation or benefit under this Agreement is modified in order or becomes subject to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages due to a failure to qualify for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be an exemption from the definition of nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal Treasury Regulations, this Agreement is intended to comply with the applicable requirements of Section 409A with respect to the payment dates specified for them hereinof such compensation or benefits. This Agreement shall be interpreted and administered to the extent possible in a manner consistent with the foregoing statement of intent. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “applicable, each of the exceptions to Section 409A’s prohibition on acceleration of payments of nonqualified deferred compensation” for purposes of Code Section 409A, (Acompensation provided under Treasury Regulation 1.409A-3(j)(4) all expenses or other reimbursements hereunder shall be made on or prior to permitted under the last day of the taxable year following the taxable year in which such expenses were incurred by the ExecutiveAgreement, (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. For purposes of Code Section 409Aincluding without limitation, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment exception available under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the EmployerTreasury Regulation 1.409A-3(j)(4)(v). Notwithstanding any other provision of this Agreement anything herein to the contrary, the Employee expressly agrees and acknowledges that in no the event shall that any payment taxes are imposed under Section 409A in respect of any compensation or benefits payable to the Employee, whether in connection with a Separation from Service under this Agreement or otherwise, then (i) the payment of such taxes shall be solely the Employee’s responsibility, (ii) neither Live Nation nor any of its past or present directors, officers, employees or agents shall have any liability for any such taxes and (iii) the Employee shall indemnify and hold harmless, to the greatest extent permitted under law, each of the foregoing from and against any claims or liabilities that constitutes “nonqualified deferred compensation” for purposes may arise in respect of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.such taxes.

Section 409A. The intent By accepting this Agreement, Executive hereby agrees and acknowledges that the Company does not make any representations with respect to the application of Section 409A of the parties is Code to any tax, economic or legal consequences of any payments payable to Executive hereunder. Further, by the acceptance of this Agreement, Executive acknowledges that (i) Executive has obtained independent tax advice regarding the application of Section 409A of the Code to the payments due to Executive hereunder, (ii) Executive retains full responsibility for the potential application of Section 409A of the Code to the tax and benefits under legal consequences of payments payable to Executive hereunder and (iii) the Company shall not indemnify or otherwise compensate Executive for any violation of Section 409A of the Code that may occur in connection with this Agreement. The Parties agree that, to the extent applicable, this Agreement shall be interpreted and administered in accordance with Section 409A of the Code and that the Parties will cooperate in good faith to amend such documents and to take such actions as may be necessary or appropriate to comply with Section 409A of the Code (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the EmployerCode. Notwithstanding any other provision of this Agreement to the contrary, in no event shall to the extent any payment payments made under this Agreement that are treated as non-qualified deferred compensation subject to Section 409A of the Code, then (a) no payments to be made under this Agreement following Executive's termination of employment shall be made unless Executive's termination of employment constitutes “nonqualified deferred compensation” a "separation from service" within the meaning of Section 1.409A-1(h) of the Treasury Regulations and (b) if Executive is deemed at the time of his separation from service to be a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of any payments upon Executive's separation from service to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the payments shall not be provided to Executive prior to the earlier of (x) the expiration of the six­ month period measured from the date of Executive's "separation from service" with the Company (as such term is defined in Section 1.409A-l(h) of the Treasury Regulations) or (y) the date of Executive's death. Upon the earlier of such dates, all payments deferred pursuant to this paragraph shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether Executive is a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by the Company in accordance with the terms of Section 409A be subject of the Code and applicable guidance thereunder (including without limitation Section 1.409A-l(i) of the Treasury Regulations and any successor provision thereto). It is intended that (i) each payment or installment of payments provided under this Agreement is a separate "payment" for purposes of Section 409A of the Code, and (ii) that the payments satisfy, to offset by any the greatest extent possible, the exemptions from the application of Section 409A of the Code, including those provided under Sections 1.409A-l(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two (2) year exception) and 1.409A-1(b)(9)(v) (regarding reimbursements and other amount unless otherwise permitted by Code Section 409A.separation pay) of the Treasury Regulations.

Section 409A. The intent If any payment to be made to, or benefits to be received by, Executive hereunder shall be deemed to violate the provisions of the parties is that payments and benefits under this Agreement comply with Code Section 409A of or the Code (“Code Section 409A”) and, accordingly, to the maximum extent permittedregulations thereunder, this Agreement shall be interpreted to be amended in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications manner to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order necessary to comply with Code Section 409A; provided, such modification shall be made however, that in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to economic value of any payment or benefit considered benefits provided for hereunder be reduced. Notwithstanding anything herein to be nonqualified deferred compensation under Section 409Athe contrary, a if at the time of Executive’s termination of employment shall not be deemed to have occurred for purposes with the Company Executive is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any provision payments or benefits otherwise payable hereunder as a result of this Agreement providing for such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any amounts such payments or benefits upon hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following a Executive’s termination of employment unless such termination with the Company (or the earliest date as is also permitted under Section 409A of the Code without any accelerated or additional tax). For purposes of Section 409A of the Code, each payment made under this Agreement shall be designated as a “separation from serviceseparate payment” within the meaning of Code the Section 409A andof the Code, for purposes of any such provision of this Agreement, and references herein to a “termination,” Executive’s “termination of employment” or like terms shall mean “refer to Executive’s separation from service” Notwithstanding anything to service with the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” Company within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that any reimbursements or other in-kind benefits due to Executive under this Agreement constitute “nonqualified deferred compensation” for purposes of Code under Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day 409A of the taxable year following the taxable year in which Code, any such expenses were incurred by the Executive, (B) any right to reimbursement reimbursements or in-kind benefits shall not be subject paid to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided Executive 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 yeara manner consistent with Treas. For purposes of Code Reg. Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.1.409A-3(i)(1)(iv).

Section 409A. The intent of Manager and the parties is OptiNose Companies intend that the payments and benefits under provided for in this Agreement comply either be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A” ), or be provided for in a manner that complies with Section 409A of the Code (“Code Code. Neither the Manager nor the OptiNose Companies individually or in combination, may accelerate any payment or benefit that is subject to Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be except in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever provisions of this Agreement, and no amount that is subject to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications shall be paid prior to the minimum extent reasonably appropriate to conform with Code earliest date on which it may be paid without violating Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive Manager and the Employer OptiNose Companies of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer OptiNose Companies be liable for any additional tax, interest or penalty that may be imposed on the Executive Manager by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the ExecutiveManager’s right to receive any installment payments pursuant to this Agreement including, without limitation, each severance payment and COBRA continuation reimbursement shall be treated as a right to receive a series of separate and distinct payments. The Manager will be deemed to have terminated employment for purposes of determining the timing of any payments or benefits hereunder that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. Any amount that the Manager is entitled to be reimbursed under this Agreement will be reimbursed to the Manager as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred, any right to reimbursement or in kind benefits will not be subject to liquidation or exchange for another benefit, and 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. Whenever a payment under this Agreement specifies a payment period with reference to a number of daysdays (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.Optinose Companies.

Section 409A. The intent This Agreement is intended to comply with the requirements of Section 409A and the regulations thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the parties Code, the provision shall be interpreted in a manner so that no payment due to Executive shall be subject to an “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. To the extent that any provision in the Agreement is that payments and benefits under this ambiguous as to its compliance with Section 409A of the Code, or to the extent any provision in the Agreement must be modified to comply with Section 409A of the Code (“Code Section 409A”) andCode, accordingly, to the maximum extent permitted, this Agreement such provision shall be interpreted to read, or shall be in compliance therewith. If the Executive notifies the Employer modified (with specificity the mutual consent of the parties), as the case may be, in such a manner so that no payment due to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, subject to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any an “additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A(a)(1)(B) of the Code. For purposes of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the ExecutiveCode, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due each payment made under this Agreement shall be paid treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of any payment. All reimbursements provided under this Agreement shall be made or provided in accordance with the normal payment dates requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement be for expenses incurred during Executive’s lifetime (or during a shorter period of time specified for them herein. To the extent that reimbursements or other in-kind benefits under in this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409AAgreement), (Aii) all the amount of expenses or eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other reimbursements hereunder shall calendar year, (iii) the reimbursement of an eligible expense will be made on or prior to before the last day of the taxable calendar year following the taxable year in which such expenses were incurred by the Executiveexpense is incurred, and (Biv) any the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever if a payment or benefit under this Agreement specifies a payment period with reference is due to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensationseparation from service” for purposes of Code the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment or benefit shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be subject made or provided on the later of the date specified by the foregoing provisions of this Agreement or the date that is six months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to offset by any other amount unless otherwise permitted by Code this Section 409A.13 shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service, and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement.

Section 409A. The It is the intent of the parties is that payments and benefits under this Agreement comply that no payment to the Executive shall result in nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations and applicable guidance promulgated thereunder. However, in the event that all, or a portion, of the payments set forth in this Agreement meet the definition of nonqualified deferred compensation, the Company intends that such payments be made in a manner that complies with Section 409A of the Code (“Code Section 409A”) andand any guidance issued thereunder. The Company shall take all necessary steps to fulfill this intent, accordinglyincluding, but not limited to, making any amendments to the maximum extent permitted, this Agreement shall as may be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt necessary to comply with Code the provisions of Section 409A through good faith modifications to of the minimum extent reasonably appropriate to conform with Code. In addition, the following delay of payment will not in and of itself constitute a violation of the deferral or distribution requirements of Section 409A of the Code Section 409A. To so long as such delay is based on the extent Company’s reasonable understanding that any provision hereof is modified in order to comply with Code Section 409A, such modification payment would violate U.S. federal securities laws or other applicable laws; provided payment shall be made in good faith and shall, to at the maximum extent earliest date at which the Company reasonably possible, maintain anticipates making the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest payment will not cause such violation. Payment or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a termination of employment shall not be deemed to have occurred for purposes reimbursement of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references expenses incurred by Executive pursuant to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to any, other than reimbursements that would otherwise be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment exempt from income or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes application of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day promptly and in no event later than December 31 of the taxable year following the taxable year in which such expenses were incurred by incurred, and the Executiveamount of such expenses eligible for payment or reimbursement, (B) or in-kind benefits provided, in any year shall not affect the amount of such expenses eligible for payment or reimbursement, or in-kind benefits to be provided, in any other year, except for any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b). Additionally, any right to expense 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. For purposes of Code Section 409Athis Agreement, the phrases like “termination of employment,” “termination of Executive’s right to receive any installment payments pursuant to this Agreement employment,” “Executive terminates her employment”, and similar phrases shall be treated as a right interpreted to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period comply with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes requirements of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.and the Treasury regulations and applicable guidance promulgated thereunder.

Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that Notwithstanding any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement: (i) no amount shall be payable pursuant to Section 4.2(b) unless the Executive’s termination of employment constitutes a Separation from Service and unless, prior to the 60th day following the Date of Termination the Executive executes a waiver and release of claims agreement in the Company’s customary form and does not subsequently revoke such waiver and release of claims agreement and (ii) if at the time of the Executive’s Separation from Service the Executive is deemed on the date of termination determined to be a “specified employee” within for purposes of Section 409A(a)(2)(B)(i) of the meaning of that term under Code Section 409A(a)(2)(B)Code, then with regard to any payment or the provision extent delayed commencement of any benefit that portion of the termination benefits to which the Executive is considered nonqualified deferred compensation entitled under Code this Agreement is required in order to avoid a prohibited distribution under Section 409A payable on account 409A(a)(2)(B)(i) of a “separation from service,” the Code, such payment or benefit portion of the Executive’s termination benefits shall not be made or provided until to the date which is Executive prior to the earlier of (A) the expiration of the six (6)-month six-month period measured from the date of such “separation from service” of the Executive, and ’s Separation from Service or (B) the date of the Executive’s death, to the extent required under Code Section 409A. . Upon the expiration earlier of the foregoing delay periodsuch dates, all payments and benefits delayed deferred pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay4.2(d) shall be paid or reimbursed to the Executive in a lump sumsum to the Executive, and any remaining payments and benefits due under this the Agreement shall be paid or as otherwise provided in accordance with the normal payment dates specified for them herein. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A409A of the Code, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment To the extent that any reimbursement of any expense under Sections 3.3 or 4.2 or in-kind benefits provided under this Agreement specifies a payment period with reference are deemed to a number of daysconstitute taxable compensation to the Executive, the actual date of payment within the specified period shall such amounts will be within the sole discretion reimbursed or provided no later than December 31 of the Employeryear following the year in which the expense was incurred. Notwithstanding The amount of any such expenses reimbursed or in-kind benefits provided in one year shall not affect the expenses or in-kind benefits eligible for reimbursement or payment in any subsequent year, and the Executive’s right to such reimbursement or payment of any such expenses will not be subject to liquidation or exchange for any other provision benefit. The determination of this Agreement to whether the contrary, in no event shall any payment under this Agreement that constitutes Executive is a “nonqualified deferred compensationspecified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall be made by the Company in accordance with the terms of Section 409A be subject to offset by of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any other amount unless otherwise permitted by Code Section 409A.successor provision thereto).

Section 409A. The intent This Agreement is intended to comply with the requirements of Section 409A and the regulations thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the parties Code, the provision shall be interpreted in a manner so that no payment due to Executive shall be subject to an “additional tax” within the meaning of Section 409A(a)(1 )(B) of the Code. To the extent that any provision in the Agreement is that payments and benefits under this ambiguous as to its compliance with Section 409A of the Code, or to the extent any provision in the Agreement must be modified to comply with Section 409A of the Code (“Code Section 409A”) andCode, accordingly, to the maximum extent permitted, this Agreement such provision shall be interpreted to read, or shall be in compliance therewith. If the Executive notifies the Employer modified (with specificity the mutual consent of the parties), as the case may be, in such a manner so that no payment due to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, subject to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any an “additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A(a)(l)(B) of the Code. For purposes of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the ExecutiveCode, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due each payment made under this Agreement shall be paid treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of any payment. All reimbursements provided under this Agreement shall be made or provided in accordance with the normal payment dates requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement be for expenses incurred during Executive’s lifetime (or during a shorter period of time specified for them herein. To the extent that reimbursements or other in-kind benefits under in this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409AAgreement), (Aii) all the amount of expenses or eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other reimbursements hereunder shall calendar year, (iii) the reimbursement of an eligible expense will be made on or prior to before the last day of the taxable calendar year following the taxable year in which such expenses were incurred by the Executiveexpense is incurred, and (Biv) any the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever if a payment or benefit under this Agreement specifies a payment period with reference is due to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensationseparation from service” for purposes of Code the rules under Treas. Reg. § I .409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § I.409A-l(i)), such payment or benefit shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be subject made or provided on the later of the date specified by the foregoing provisions of this Agreement or the date that is six months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to offset by any other amount unless otherwise permitted by Code this Section 409A.12 shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’ s separation from service, and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement.

Section 409A. The intent Executive and the Employer intend for all payments under this Agreement to be either outside the scope of Section 409A of the parties Code or to comply with its requirements as to timing of payments. Accordingly, to the extent applicable, this Agreement at all times is that intended to be operated so as to be exempt from or in accordance with the requirements of Section 409A of the Code, as amended, and the regulations and rulings thereunder, including any applicable transition rules. The Employer shall have authority to take action, or refrain from taking any action, with respect to the payments and benefits under this Agreement that is reasonably necessary to be exempt from or comply with Section 409A. Notwithstanding the foregoing, however, in no event will the Employer be liable to Executive if this Agreement or any compensation payable hereunder fails to be exempt from or comply with Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception (“Code Section 409A”) and, accordingly, with the earliest amounts payable being deemed subject to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as exception to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer available). For purposes of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed limitations on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A409A of the Code, each payment of compensation under this Agreement shall be treated as a termination separate payment of employment shall not be deemed to have occurred compensation for purposes of any provision applying the Section 409A of the Code. Notwithstanding anything in this Agreement providing for to the payment of contrary, if any amounts or benefits upon or following a payable under this Agreement in the event of Executive’s termination of employment unless constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, payment of such termination is also amounts and benefits shall commence when Executive incurs a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h), without regard to any of the optional provisions thereunder, from the Company or the Bank and any entity that would be considered a single employer with the Company or the Bank under Code Section 414(b) or 414(c) as modified by the rules under Section 409A and, for purposes of any such provision the Code (a “Separation from Service”). Such payments or benefits shall be provided in accordance with the timing provisions of this Agreement by substituting the Agreement, ’s references to a “termination,” “termination of employment” or like terms shall mean “separation termination” with Separation from service” Notwithstanding anything to the contrary in this AgreementService. In addition, if at the time of Executive’s Separation from Service Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B409A(a)(2)(B)(i), then with regard to any payment amount or benefits that the provision of any benefit that is considered constitutes “nonqualified deferred compensation under compensation” within the meaning of Code Section 409A that becomes payable to Executive on account of a “separation Executive’s Separation from service,” such payment or benefit shall Service will not be made or provided paid until the date which is after the earlier of (Ai) the expiration first business day of the six seventh month following Executive’s Separation from Service, or (6)-month period measured from the date of such “separation from service” of the Executive, and (Bii) the date of the Executive’s death, death (the “409A Suspension Period”) to the extent required under Code to comply with Section 409A. Upon the expiration 409A of the foregoing delay periodCode. After the end of the 409A Suspension Period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) Executive shall be paid or reimbursed a cash lump sum payment equal to any payments (including interest on any such payments, at an interest rate of not less than the prime interest rate, as published in the Wall Street Journal, over the period such payment is restricted from being paid to Executive) and benefits that the Employer would otherwise have been required to provide under this Agreement but for the imposition of the 409A Suspension Period. Thereafter, Executive in a lump sum, and shall receive any remaining payments and benefits due under this Agreement in accordance with the terms of Section 6(d) or Section 7(a), as applicable (as if there had not been any 409A Suspension Period beforehand). To the extent not otherwise specified in this Agreement, all (A) reimbursements and (B) in-kind benefits provided under this Agreement shall be paid made or provided in accordance with the normal payment dates specified for them herein. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes requirements of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day 409A of the taxable year following Code, including, where applicable, the taxable year in which such expenses were incurred by the Executive, requirement that (B1) any right to reimbursement is for expenses incurred during Executive’s lifetime (or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and during a shorter period of time specified in this Agreement); (C2) no such reimbursement, the amount of expenses eligible for reimbursement, or in-in kind benefits provided in any taxable provided, during a calendar year shall in any way may not affect the expenses eligible for reimbursement, or in-in kind benefits to be provided, in any other taxable calendar year. For purposes ; (3) the reimbursement of Code Section 409A, an eligible expense will be made no later than the Executive’s last day of the calendar year following the year in which the expense is incurred; and (4) the right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, reimbursement or in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be kind benefits is not subject to offset by any other amount unless otherwise permitted by Code Section 409A.liquidation or exchange for another benefit.

Section 409A. The intent This Agreement is intended to comply with the requirements of Section 409A and the regulations thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the parties Code, the provision shall be interpreted in a manner so that no payment due to Executive shall be subject to an “additional tax” within the meaning of Section 409A(a)(l)(B) of the Code. To the extent that any provision in the Agreement is that payments and benefits under this ambiguous as to its compliance with Section 409A of the Code, or to the extent any provision in the Agreement must be modified to comply with Section 409A of the Code (“Code Section 409A”) andCode, accordingly, to the maximum extent permitted, this Agreement such provision shall be interpreted to read, or shall be in compliance therewith. If the Executive notifies the Employer modified (with specificity the mutual consent of the parties), as the case may be, in such a manner so that no payment due to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, subject to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any an “additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A(a)(l)(B) of the Code. For purposes of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the ExecutiveCode, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due each payment made under this Agreement shall be paid treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of any payment. All reimbursements provided under this Agreement shall be made or provided in accordance with the normal payment dates requirements of Section 409A of the Code, including, where applicable, the requirement that(i) any reimbursement be for expenses incurred during Executive’s lifetime (or during a shorter period of time specified for them herein. To the extent that reimbursements or other in-kind benefits under in this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409AAgreement), (Aii) all the amount of expenses or eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other reimbursements hereunder shall calendar year, (iii) the reimbursement of an eligible expense will be made on or prior to before the last day of the taxable calendar year following the taxable year in which such expenses were incurred by the Executiveexpense is incurred, and (Biv) any the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever if a payment or benefit under this Agreement specifies a payment period with reference is due to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensationseparation from service” for purposes of Code the rules under Treas. Reg. § l .409 A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § l.409A-l (i)), such payment or benefit shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be subject made or provided on the later of the date specified by the foregoing provisions of this Agreement or the date that is six months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to offset by any other amount unless otherwise permitted by Code this Section 409A.12 shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service, and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement.

Section 409A. (a) 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 (“Code Section 409Athe Code”) and the regulations and guidance promulgated thereunder (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. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A of the Code upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” Notwithstanding anything to The determination of whether and when a separation from service has occurred shall be made in a manner consistent with, and based on the contrary in this Agreementpresumptions set forth in, US Treasury Regulation Section 1.409A-1(h) or any successor provision thereto. It is intended that each installment, if any, of the payments and benefits provided hereunder shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor the Executive is deemed on shall have the date of termination right to be a “specified employee” within accelerate or defer the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision delivery of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment payments or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, benefits except to the extent specifically permitted or required under Code by Section 409A. Upon the expiration 409A of the foregoing delay period, all payments Code. All reimbursements and in-kind benefits delayed pursuant to provided under this Section 23 (whether they would have Agreement or otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid made or provided in accordance with the normal payment dates specified for them herein. To requirements of Section 409A of the Code to the extent that such reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes are subject to Section 409A of Code Section 409A, (A) all the Code. All expenses or other reimbursements hereunder shall be made on or prior paid pursuant herewith and therewith that are taxable income to the last day Executive shall in no event be paid later than the end of the taxable calendar year next following the taxable calendar year in which the Executive incurs such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses were incurred or in-kind benefits, except as permitted by Section 409A of the ExecutiveCode, (B) any the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, the amount of expenses eligible for reimbursement, or in-kind benefits provided in during any taxable year shall in any way not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that, the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense occurred. For purposes In no event shall the Company be required to pay Executive any “gross-up” or other payment with respect to any taxes or penalties imposed under Section 409A of the Code with respect to any benefit paid or promised to Executive hereunder. In the event that at the time of a separation from service the Executive is a “specified employee” as defined by Section 409A, no amount payable to the Executive by reason of such separation from service that constitutes deferred compensation subject to Section 409A shall be paid until the earlier of the first day of the seventh month following the month that includes the separation from service, or the date of the Executive’s right death, and any amount that would otherwise have been paid prior to receive any installment payments pursuant to this Agreement such date shall be treated paid 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrarysoon as practical following such date, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.a lump sum without interest.

Section 409A. The It is the intent of the parties that any payment to which the Executive is that payments and benefits entitled under this Agreement comply with be exempt from Section 409A of the Code (“Code Section 409A”) and, accordinglyCode, to the maximum extent permittedpermitted under Section 409A. However, if any such amounts are considered to be “nonqualified deferred compensation” subject to Section 409A, such amounts shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Section 409A to avoid the unfavorable tax consequences provided therein for non-compliance. Neither the Executive nor the Employer shall intentionally take any action to accelerate or delay the payment of any amounts in any manner which would not be in compliance with Section 409A without the consent of the other party. For purposes of this Agreement, all rights to payments shall be treated as rights to receive a series of separate payments to the fullest extent allowed by Section 409A. To the extent that some portion of the payments under this Agreement may be bifurcated and treated as exempt from Section 409A under the “short-term deferral” or “separation pay” exemptions, then such amounts may be so treated as exempt from Section 409A. To the extent that the requirements of Section 409A are determined to be applicable to any provision of this Agreement, such provision shall be construed in a manner that complies with Section 409A and any provision required for compliance with Section 409A that is omitted from this Agreement shall be interpreted incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part of this Agreement to be in compliance therewiththe same extent as though expressly set forth herein. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination409A, the Employer shall, after consulting with the upon Executive’s specific request, use its reasonable business efforts to in good faith reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A; provided, such modification shall be made in good faith and shall, that to the maximum extent reasonably possiblepracticable, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall be maintained, but the Employer be liable for shall have no obligation to make any changes that could create any additional tax, interest economic cost or penalty that may be imposed on the Executive by Code Section 409A or damages for failing loss of benefit to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding The Employer shall not have any other provision of this Agreement liability to Executive with respect to tax obligations that result under any tax law and makes no representation with respect to the contrary, in no event shall any payment tax treatment of the payments and/or benefits provided under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.Agreement.

Section 409A. The intent of the parties is that payments and benefits under intend for this Agreement comply with to conform in all respects to the requirements under Section 409A of the Code (“Code Section 409A”) andof the Internal Revenue Code of 1986, accordinglyas amended (the “Code”). Accordingly, the parties intend for this Agreement to be interpreted, construed, administered and applied in a manner as shall meet and comply with the requirements of Section 409A, and the Board may amend this Agreement in its discretion so as to comply with any such requirement. Any reference in this Agreement to Section 409A, or any subsection thereof, shall be deemed to mean and include, to the maximum extent permitted, this Agreement shall be interpreted to be then applicable and then in compliance therewith. If the Executive notifies the Employer force and effect (with specificity as but not to the reason therefor) that extent overruled, limited or superseded), published rulings, notices and similar announcements issued by the Executive believes that any provision of this Agreement (Internal Revenue Service under or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code interpreting Section 409A and regulations (proposed, temporary or final) issued by the Employer concurs with such belief United States Secretary of the Treasury under or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code interpreting Section 409A. To the extent that Notwithstanding any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such other provision of this Agreement, references to neither the Company nor any of its subsidiaries or affiliates nor any individual acting as a “termination,” “termination director, officer, employee, agent or other representative of employment” the Company or like terms of a subsidiary or affiliate shall mean “separation from service” Notwithstanding anything be liable to the contrary in Executive or any other person for any claim, loss, liability or expense arising out of any interest, penalties or additional taxes due by the Executive or any other person as a result of this Agreement or the administration thereof not satisfying any of the requirements of Section 409A. The Executive represents and warrants that he has reviewed or will review with his own tax advisors the federal, state, local and employment tax consequences of entering into this Agreement, if including, without limitation, under Section 409A, and, with respect to such matters, he relies solely on such advisors. If the Executive is deemed on the date of termination to be a “specified employee” within (as determined by the meaning of that term Company under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable 409A) on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s deathseparation from service, if and to the extent required that any payments payable upon such separation from service under Code this Agreement constitute deferred compensation within the meaning of Section 409A. Upon the expiration of the foregoing delay period409A, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of each such delay) severance payment shall be paid on the later of (a) the date scheduled to be paid under Section 6 hereof, or reimbursed to (b) the Executive in a lump sum, and any remaining payments and benefits due first business day after the date that is six (6) months after the date of the Executive’s separation from service. Each installment under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that reimbursements or other in-kind benefits under this Agreement constitute regarded as a separate “nonqualified deferred compensationpayment” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Section 409A. The intent provisions of the parties is that payments and benefits under this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any final regulations and guidance promulgated thereunder (“Code Section 409A”) and, accordingly, and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Company and Employee agree to the maximum extent permitted, work together in good faith to consider amendments to this Agreement shall be interpreted and to be in compliance therewith. If the Executive notifies the Employer (with specificity as take such reasonable actions which are necessary, appropriate or desirable to the reason therefor) that the Executive believes that any provision avoid imposition of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest income recognition prior to actual payment to Employee under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Employee will be reimbursed for costs and expenses or in-kind benefits, except as otherwise permitted by Section 409A, (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; provided that the foregoing clause (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such modification expenses are subject to a limit related to the period the arrangement is in effect and (c) such payments shall be made in good faith and shall, to on or before the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer last day of the applicable provision without violating taxable year following the provisions of Code Section 409A. In no event whatsoever shall taxable year in which you incurred the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a expense. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also constitutes a “separation Separation from serviceService” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, Agreement references to a “termination,” “termination of employment” or like terms shall mean Separation from Service. [*]Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “separation short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination from service” service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the maximum extent permitted by that regulation, with any amount that is not exempt from Code Section 409A being subject to Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if the Executive Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A at the time of Employee’s termination, then with regard only that portion of the severance and benefits payable to Employee pursuant to this Agreement, if any, and any payment other severance payments or the provision of any benefit that is separation benefits which may be considered nonqualified deferred compensation under Code Section 409A payable on account of a (together, the “separation from service,” such payment or benefit shall Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made or provided until within the date which is the earlier of (A) the expiration of the first six (6)-month period measured from the date 6) months following Employee’s termination of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided employment in accordance with the normal payment dates specified for them hereinschedule applicable to each payment or benefit. To Any portion of the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes Deferred Compensation Separation Benefits in excess of Code the Section 409A, (A) all expenses or other reimbursements hereunder shall be made 409A Limit otherwise due to Employee on or prior to within the last six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in one lump sum cash payment on the date six (6) months and one (1) 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment within the specified period shall be within the sole discretion of the Employerschedule applicable to each payment or benefit. Notwithstanding any other provision of this Agreement anything herein to the contrary, if Employee dies following termination but prior to the six (6) month anniversary of Employee’s termination date, then any payments delayed in no event shall any accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject schedule applicable to offset by any other amount unless otherwise permitted by Code Section 409A.each payment or benefit.

Section 409A. The intent Unless otherwise expressly provided, any payment of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code (“Code Section 409A”) and, accordingly, compensation by Company to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision whether pursuant to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409Athis Agreement or otherwise, such modification shall be made in good faith within two and shall, to one-half months (21/2 months) after the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer later of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration end of the six (6)-month period measured from the date of such “separation from service” calendar year of the Executive, and (B) the date of the ExecutiveCompany’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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 fiscal 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a such payment under this Agreement specifies a payment period with reference vests (i.e., is not subject to a number “substantial risk of days, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensationforfeiture” for purposes of Code Section 409A of the Internal Revenue Code of 1986, as amended (“Code”)). To the extent that any severance payments (including payments on constructive termination for “good reason”) come within the definition of “involuntary severance” under Code Section 409A, such amounts up to the lesser of two times the Executive’s annual compensation for the year preceding the year of termination or two times the 401(a)(17) limit for the year of termination, shall be excluded from “deferred compensation” as allowed under Code Section 409A, and shall not be subject to offset by any other amount unless otherwise permitted by the following Code Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. No party may accelerate any such deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A. In the event that the Executive is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof) of a corporation any stock of which is publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable following termination of the engagement shall be deferred and not paid until the earlier of (i) the last day of the sixth (6th) complete calendar month following such termination of the engagement, or (ii) the Executive’s death, consistent with the provisions of Code Section 409A. Notwithstanding anything herein to the contrary no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.

Section 409A. The intent of the parties is that payments and benefits under this Agreement are exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance issued thereunder (“Code Section 409A”) and), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewiththerewith or exempt therefrom, as applicable. If the Executive notifies the Employer (with specificity as Notwithstanding anything to the reason therefor) that contrary in the Executive believes that any provision of Plan or this Agreement, the Corporation reserves the right to revise this Agreement (as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Section 409A or to otherwise avoid imposition of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or income recognition under Section 409A prior to the actual payment of cash or shares of Common Stock pursuant to the PSUs. However, the Corporation makes no representation that the PSUs are not subject to Section 409A nor makes any undertaking to preclude Section 409A from applying to the PSUs. The Corporation shall not have any liability under the Plan or this Agreement for any taxes, penalties or interest due on amounts paid or payable pursuant to the Plan or this Agreement, including any taxes, penalties or interest imposed under Code Section 409A. For purposes of the Plan and this Agreement, to the extent the PSUs constitute “non-qualified deferred compensation” within the meaning of Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever necessary to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation avoid accelerated taxation and/or tax penalties under Section 409A, a termination of employment Employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment settlement of any amounts or benefits upon or following a termination portion of employment the PSUs unless such termination is also constitutes a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employmentEmployment” or like similar terms shall mean “separation from service.” Notwithstanding Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding anything herein to the contrary in this Agreementcontrary, if the Executive is you are deemed on the date Date of termination Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A and you are subject to U.S. federal taxation, then with regard then, to any payment or the provision extent the settlement of any benefit that the PSUs following such termination of Employment is considered nonqualified the payment of non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” that is not exempt from Section 409A, such payment or benefit settlement shall not be made or provided delayed until the date which that is the earlier of (Ai) the expiration of the six (6)-month six-month period measured from the date of such “separation from service” of the Executive, and or (Bii) the date of the Executive’s your death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A..

Section 409A. The intent of the parties This Agreement is that payments and benefits under this Agreement comply with Section 409A of the Code (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt intended to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification subject thereto and shall be made interpreted and administered in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by compliance therewith. Any term used in this Agreement which is defined in Code Section 409A or damages for failing the regulations promulgated thereunder (the “Regulations”) shall have the meaning set forth therein unless otherwise specifically defined herein. Any obligations to comply with Code Section 409A. With respect to any payment or benefit considered to be pay nonqualified deferred compensation under (within the meaning of Code Section 409A, a ) under this Agreement that arise in connection with the Executive’s “termination of employment,” “termination” or other similar references shall only be triggered if the termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also qualifies as a “separation from service” within the meaning of Code Section 409A and, for purposes §1.409A-l(h) of the Regulations. Notwithstanding any such other provision of this Agreement, references to a “termination,” “if at the time of the termination of the Executive’s employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee,” within as defined in Code Section 409A or the meaning of that term Regulations, and any payments upon such termination under this Agreement hereof shall result in additional tax or interest to the Executive under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit he shall not be made or provided entitled to receive such payments until the date which is the earlier of (A) the expiration of the six (6)-month period measured from 6) months after the date of such “separation from service” termination of the Executive’s employment for any reason or, and (B) if earlier, the date of the Executive’s death, . Each amount to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (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 benefit to be provided to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement that constitutes deferred compensation subject to Code Section 409A shall be paid or provided in accordance with the normal construed as a separate identified payment dates specified for them herein. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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 409A. If any expense reimbursement 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 Executive under this Agreement is determined to be provided, in any other taxable year. For purposes “deferred compensation” within the meaning of Code Section 409A, including, without limitation any reimbursement under Section 4.4, then the Executive’s right to receive any installment payments pursuant to this Agreement reimbursement shall be treated made to the Executive 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 dayssoon as practicable after submission for the reimbursement, the actual date of payment within the specified period shall be within the sole discretion but no later than December 31 of the Employeryear following the year during which such expense was incurred. Notwithstanding In addition, if any other provision of this Agreement would subject the Executive to any additional tax or interest under Code Section 409A, then the Company shall reform such provision; provided that the Company shall (x) maintain, to the contrarymaximum extent practicable, in no event shall the original intent of the applicable provision without subjecting the Executive to such additional tax or interest and (y) not incur any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes additional compensation expense as a result of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.such reformation.

Section 409A. The intent of the parties is that payments and benefits under intend for this Agreement comply with to conform in all respects to the requirements under Section 409A of the Code (“Code Section 409A”) andof the Internal Revenue Code of 1986, accordinglyas amended (the "Code"). Accordingly, to the maximum extent permitted, parties intend for this Agreement shall be interpreted to be interpreted, construed, administered and applied in compliance therewith. If a manner as shall meet and comply with the Executive notifies requirements of Section 409A, and the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of Board may amend this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt in its discretion so as to comply with Code Section 409A through good faith modifications any such requirement. Any reference in this Agreement to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification or any subsection thereof, shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s deathinclude, to the extent required then applicable and then in force and effect (but not to the extent overruled, limited or superseded), published rulings, notices and similar announcements issued by the Internal Revenue Service under Code or interpreting Section 409A and regulations (proposed, temporary or final) issued by the United States Secretary of the Treasury under or interpreting Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement Agreement, neither the Company nor any of its subsidiaries or affiliates nor any individual acting as a director, officer, employee, agent or other representative of the Company or of a subsidiary or affiliate shall be liable to the contraryExecutive or any other person for any claim, in no event shall loss, liability or expense arising out of any payment interest, penalties or additional taxes due by the Executive or any other person as a result of this Agreement or the administration thereof not satisfying any of the requirements of Section 409A. The Executive represents and warrants that he has reviewed or will review with his own tax advisors the federal, state, local and employment tax consequences of entering into this Agreement, including, without limitation, under Section 409A, and, with respect to such matters, he relies solely on such advisors. If the Executive is a "specified employee" (as determined by the Company under Section 409A) on the date of the Executive's separation from service, if and to the extent that any payments payable upon such separation from service under this Agreement constitute deferred compensation within the meaning of Section 409A, each such severance payment shall be paid on the later of (a) the date scheduled to be paid under Section 6 hereof, or (b) the first business day after the date that constitutes “nonqualified deferred compensation” is six (6) months after the date of the Executive's separation from service. Each installment under this Agreement shall be regarded as a separate "payment" for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Section 409A. The intent It is the intention of the parties is that the payments and benefits to which the Executive could become entitled pursuant to this Agreement, as well as the termination of the Executive’s employment under this Agreement, comply with or are exempt from Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the “separation pay” exception or another exception under Section 409A of the Code shall be paid pursuant to the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of Section 409A of the Code. In this regard, notwithstanding anything in this Agreement to the contrary, all cash amounts (and cash equivalents) that become payable under Section 3(d) on account of the Executive’s termination of employment which is an “involuntary separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(n)) shall be paid as provided under Section 3(d) and in no event later than March 15 of the year following the year in which the Date of Termination occurs. In the event the parties determine that the terms of this Agreement do not comply with Section 409A of the Code, they will negotiate reasonably and in good faith to amend the terms of this Agreement such that they comply with, or are exempt from, Section 409A of the Code (“Code Section 409A”in a manner that attempts to minimize the economic impact of such amendment on the Executive and the Firm) and, accordingly, within the time period permitted by the applicable Treasury Regulations and in accordance with IRS Notice 2010-6 and other applicable guidance. All expenses or other reimbursements owed to the maximum extent permitted, Executive under this Agreement shall be interpreted for expenses incurred during the Executive’s lifetime or within ten years after his death, shall be payable in accordance with the Firm’s policies in effect from time to be time, but in compliance therewith. If the Executive notifies the Employer (with specificity as any event, to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified required in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer 409A of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the ExecutiveCode, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. In addition, (B) to the extent required in order to comply with Section 409A of the Code, no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and the Executive’s right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange exchanged 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement Agreement, if (i) the Executive is to receive payments or benefits by reason of his separation from service (as such term is defined in Section 409A of the Code) other than as a result of his death, (ii) the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Firm as in effect on the date of the Executive’s separation from service) for the period in which the payment or benefit would otherwise commence, and (iii) such payment or benefit would otherwise subject the Executive to any tax, interest or penalty imposed under Section 409A of the Code (or any regulation promulgated thereunder) if the payment or benefit would commence within six months of a termination of the Executive’s employment, then such payment or benefit will instead be paid, with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined as of the Date of Termination, as provided below in this Section 3(g). Such payments or benefits that would have otherwise been required to be made during such six-month period will be paid to the contraryExecutive (or his estate, as the case may be) in no event shall any one lump sum payment under this Agreement or otherwise provided to the Executive (or his estate, as the case may be) on the earlier of (A) the first business day that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.is six months and one day after the Executive’s separation from service or (B) the fifth business day following the Executive’s

Section 409A. The intent of Notwithstanding anything herein to the parties is that payments and benefits under contrary, this Agreement comply with is intended to be interpreted and applied so that the payments set forth herein either shall either be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code Code”), or shall comply with the requirements of Section 409A”) 409A of the Code, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance therewithwith Section 409A of the Code. If Notwithstanding the Executive notifies foregoing, none of the Employer (with specificity as to Company, its Affiliates, officers, directors, employees, or agents guarantees that this Agreement complies with, or is exempt from, the reason therefor) that requirements of Section 409A of the Executive believes that Code and none of the foregoing shall have any provision liability for the failure of this Agreement to comply with, or be exempt from, such requirements. XXXXXXX ENERGY CORPORATION By: Title: Address: PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PHANTOM SHARES SUBJECT TO THIS AWARD SHALL VEST AND BECOME SETTLED, IF AT ALL, ONLY DURING THE PERIOD OF PARTICIPANT’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THIS AWARD). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF PARTICIPANT’S CONTINUOUS SERVICE. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THE EXECUTION AND EFFECTIVENESS OF THIS AGREEMENT IS CONDITIONED UPON PARTICIPANT’S EXECUTION OF EXHIBIT A ATTACHED HERETO, WHICH SHALL SIGNIFY PARTICIPANT’S ACCEPTANCE OF AND AGREEMENT TO THE TERMS SET FORTH THEREIN. Participant acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A terms and provisions hereof and thereof. Participant has reviewed this Agreement and the Employer concurs with such belief or Plan in their entirety, has had an opportunity to obtain the Employer (without any obligation whatsoever advice of tax and legal counsel prior to do so) independently makes such determinationexecuting this Agreement, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the fully understands all provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for and the payment Plan. Participant hereby agrees that all disputes arising out of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant relating to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in Agreement and the absence of such delay) Plan shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided resolved in accordance with the normal payment dates specified Plan. Participant further agrees to notify the Company upon any change in the address for them hereinnotice indicated in this Agreement. To DATED: SIGNED: PARTICIPANT Address: EXHIBIT A XXXXXXX ENERGY CORPORATION RESTRICTIVE COVENANT AGREEMENT This Restrictive Covenant Agreement (the extent that reimbursements or other in-kind benefits under “Restrictive Agreement”) is made and entered into this Agreement constitute “nonqualified deferred compensation” for purposes day of Code Section 409A, , (Athe “Effective Date”) all expenses or other reimbursements hereunder shall be made on or prior to by and between Xxxxxxx Energy Corporation, a Delaware corporation (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“Company”), and , residing at (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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.Employee”).

Section 409A. The intent of the parties is that payments and benefits under intend for this Agreement comply with to conform in all respects to the requirements under Section 409A of the Code (“Code Section 409A”) andof the Internal Revenue Code of 1986, accordinglyas amended (the “Code”). Accordingly, the parties intend for this Agreement to be interpreted, construed, administered and applied in a manner as shall meet and comply with the requirements of Section 409A, and the Board may amend this Agreement in its discretion so as to comply with any such requirement. Any reference in this Agreement to Section 409A, or any subsection thereof, shall be deemed to mean and include, to the maximum extent permitted, this Agreement shall be interpreted to be then applicable and then in compliance therewith. If the Executive notifies the Employer force and effect (with specificity as but not to the reason therefor) that extent overruled, limited or superseded), published rulings, notices and similar announcements issued by the Executive believes that any provision of this Agreement (Internal Revenue Service under or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code interpreting Section 409A and regulations (proposed, temporary or final) issued by the Employer concurs with such belief United States Secretary of the Treasury under or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code interpreting Section 409A. To the extent that Notwithstanding any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such other provision of this Agreement, references to neither the Company nor any of its subsidiaries or affiliates nor any individual acting as a “termination,” “termination director, officer, employee, agent or other representative of employment” the Company or like terms of a subsidiary or affiliate shall mean “separation from service” Notwithstanding anything be liable to the contrary in Executive or any other person for any claim, loss, liability or expense arising out of any interest, penalties or additional taxes due by the Executive or any other person as a result of this Agreement or the administration thereof not satisfying any of the requirements of Section 409A. The Executive represents and warrants that he/she has reviewed or will review with his own tax advisors the federal, state, local and employment tax consequences of entering into this Agreement, if including, without limitation, under Section 409A, and, with respect to such matters, he relies solely on such advisors. If the Executive is deemed on the date of termination to be a “specified employee” within (as determined by the meaning of that term Company under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable 409A) on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s deathseparation from service, if and to the extent required that any payments payable upon such separation from service under Code this Agreement constitute deferred compensation within the meaning of Section 409A. Upon the expiration of the foregoing delay period409A, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of each such delay) severance payment shall be paid on the later of (a) the date scheduled to be paid under Section 6 hereof, or reimbursed to (b) the Executive in a lump sum, and any remaining payments and benefits due first business day after the date that is six (6) months after the date of the Executive’s separation from service. Each installment under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that reimbursements or other in-kind benefits under this Agreement constitute regarded as a separate “nonqualified deferred compensationpayment” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Section 409A. The intent This RSU Agreement is not intended to provide for any deferral of the parties is that payments and benefits under this Agreement comply with compensation subject to Section 409A of the Code (“Code Section 409A”) Code, and, accordingly, the amounts payable hereunder shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Participant’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the maximum fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent permittedapplicable, this RSU Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (accordance with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any other provision of the Employer concurs with such belief Plan, this RSU Agreement and the Grant Notice, if at any time the Administrator determines that this Award (or any portion thereof) may be subject to Section 409A, the Employer Administrator shall have the right in its sole discretion (without any obligation whatsoever to do so or to indemnify Participant or any other person for failure to do so) independently makes to adopt such determinationamendments to the Plan, this RSU Agreement or the Employer shallGrant Notice, after consulting or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Executive, reform such provision Administrator determines are necessary or appropriate for this Award either to attempt be exempt from the application of Section 409A or to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code requirements of Section 409A. To If the extent that any provision hereof is modified in order RSUs are determined to comply with Code be subject to Section 409A, such modification shall (i) settlement of the RSUs will only be in a manner and upon an event permitted by Section 409A (including the six month delay for payments made to “specified employees” (as defined in accordance with Section 409A) upon termination of employment, if applicable), (ii) any amount that is payable upon Participant’s termination of employment, if any, may only be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning under Section 409A, and (iii) for purposes of Code Section 409A and(including, without limitation, for purposes of any such provision of this AgreementTreasury Regulation Section 1.409A-2(b)(2)(iii)), references each right to a “termination,” “termination series of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all installment payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this RSU Agreement shall be treated as a right to receive a series of separate payments and each payment that Participant may be eligible to receive under this RSU Agreement shall be treated as a separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.payment.

Section 409A. The intent of the parties is that payments and benefits or issuance of Settlement Shares under this Award Agreement comply with or be exempt from Section 409A of the Code (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted to be in compliance therewiththerewith or exempt therefrom, as applicable. If the Executive notifies the Employer (with specificity as any other payments due or issuance of Settlement Shares to the reason thereforGrantee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, the Company may (i) adopt such amendments to the Award Agreement, including amendments with retroactive effect, that the Executive believes that any provision Company determines necessary or appropriate to preserve the intended tax treatment of this the payments or issuance of Settlement Shares provided by the Award Agreement and/or (ii) take such other actions as the Company determines necessary or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt appropriate to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code requirements of Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a A termination of employment Service shall not be deemed to have occurred for purposes of any provision of this Award Agreement providing for the payment of any amounts or benefits issuance of Settlement Shares that are considered nonqualified deferred compensation under Section 409A upon or following a termination of employment employment, unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for and the payment or issuance thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this AgreementAward Agreement relating to any such payment or issuance, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to If the contrary in this Agreement, if the Executive Grantee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then then, notwithstanding any other provision herein, with regard to any payment or the provision issuance of any benefit Settlement Shares that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit issuance shall not be made or provided until prior to the date which is the earlier of (A) the expiration of the six (6)-month six-month period measured from the date of such “separation from service” of the ExecutiveGrantee, and (B) the date of the ExecutiveGrantee’s death, to death (the extent required under Code Section 409A. “Delay Period”). Upon the expiration of the foregoing delay periodDelay Period, all payments and benefits or issuances of Settlement Shares delayed pursuant to this Section 23 11 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive Grantee in a lump sumsum or issued to the Grantee on the first business day following the Delay Period, and any remaining payments and benefits or issuances due under this Award Agreement shall be paid or provided issued in accordance with the normal payment dates specified for them herein. To Nothing contained in this Award Agreement shall constitute any representation or warranty by the extent that reimbursements Company regarding compliance with Section 409A. The Company has no obligation to take any action to prevent the assessment of any additional income tax, interest or other in-kind benefits penalties under this Agreement constitute “nonqualified deferred compensation” for purposes Section 409A on any person and the Company, its subsidiaries and affiliates, and each of Code Section 409A, (A) all expenses or other reimbursements hereunder their employees and representatives shall be made on or prior not have any liability 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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 Grantee with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.respect thereto.

Section 409A. The intent of parties acknowledge and agree that, to the extent applicable, this Restricted Share Unit Agreement shall be interpreted in accordance with, and the parties is that payments and benefits under this Agreement comply with agree to use their best efforts to achieve timely compliance with, Section 409A of the Code (“Code Section 409A”) andand the Treasury Regulations and other interpretive guidance issued thereunder, accordingly, to including without limitation any such regulations or other guidance that may be issued after the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewithGrant Date. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that Notwithstanding 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 any award of compensationthe 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 equity amendments and policies with retroactive effect, that the Company reasonably determines are necessary or appropriate to (i) exempt the compensation or benefits) would cause the Executive to incur any additional tax or interest and benefits payable under Code this Restricted Share Unit Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and the Employer concurs benefits provided with such belief respect to this Restricted Share Unit Agreement or the Employer (without any obligation whatsoever to do soii) independently makes such determination, the Employer shall, after consulting comply with the Executive, reform such provision to attempt to comply with Code requirements of Section 409A through good faith modifications of the Code. Notwithstanding any other provision of this Restricted Share Unit Agreement, to the minimum extent reasonably appropriate the delivery of the shares represented by this Restricted Share Unit Agreement is treated as non-qualified deferred compensation subject to conform with Code Section 409A. To 409A of the extent that any provision hereof is modified in order to comply with Code Section 409ACode, then no delivery of such modification shares shall be made in good faith and shall, to upon the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a Grantee’s termination of employment unless such termination is also of employment constitutes a “separation from service” within the meaning of Code 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 andof the Code, the Company does not warrant that the Award made under this Restricted Share Unit Agreement will qualify for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term favorable tax treatment under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement federal, state, local or foreign law. The Company shall not be liable to the contraryGrantee for any tax, in no event shall any payment interest, or penalties that Grantee might owe as a result of the Award made under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.Restricted Share Unit Agreement.

Section 409A. The intent It is the intention of the parties is that payments and benefits under this Agreement comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance issued thereunder (“Code Section 409A”) and), accordingly, to the maximum extent permitted, and this Agreement shall will be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt a manner intended to comply with Code Section 409A. All payments under this Agreement are intended to be excluded from the requirements of Section 409A through good faith modifications or be payable on a fixed date or schedule in accordance with Section 409A(a)(2)(iv). To that effect, each installment, if any, of the payments, benefits, and other amounts shall be treated as a separate “payment” for purposes of Section 409A. Neither the Company nor Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except to the minimum extent reasonably appropriate to conform with Code expressly permitted under Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification Employee shall be made in good faith solely responsible and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty the satisfaction of all taxes and penalties that may be imposed on the Executive by Code Section 409A or damages for failing to comply upon Employee in connection with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under payments made in accordance with this Agreement and with Section 409A, a termination and shall indemnify and hold the Company harmless from any or all of employment shall not be deemed to have occurred for purposes of any provision of such taxes or penalties. Notwithstanding anything in this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary contrary, in this Agreement, if the Executive event that Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B409A(a)(2)(B)(i) and is not “disabled” within the meaning of Section 409A(a)(2)(C), then with regard no payments hereunder that are “deferred compensation” subject to any payment or Section 409A shall be made to Employee prior to the provision of any benefit date that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from months after the date of such Employee’s “separation from service” of the Executive(as defined in Section 409A and any Treasury Regulations promulgated thereunder) or, and (B) the if earlier, Employee’s date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period. Following any applicable six-month delay, all such delayed payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable will be paid in a single lump sum or in installments in on the absence of such delay) shall be paid or reimbursed to 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 earliest permissible payment dates specified for them herein. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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 yeardate. For purposes of Code this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, the Executive’s right references to receive any installment payments pursuant to this Agreement “termination of employment” (and substantially similar phrases) shall be treated as interpreted and applied in a right to receive a series manner that is consistent with the requirements of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Section 409A. The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and interpretive guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If The Employer and the Executive notifies the Employer (with specificity as shall take commercially reasonable efforts to reform or amend any provision hereof to the reason therefor) extent that the Executive believes either of them reasonably determine that any such provision of this Agreement (would or of any award of compensation, including equity compensation or benefits) would could reasonably be expected to cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt try to comply with Code or be exempt from Section 409A through good faith modifications modifications, in any case, to the minimum extent reasonably appropriate to conform with Code Section 409A. 409A, provided that any such modifications shall not increase the cost or liability to the Employer. To the extent that any provision hereof is modified in order to comply with Code or be exempt from Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that any reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code are subject to Section 409A, (A) all expenses or other any such reimbursements hereunder payable to Executive shall be made on or prior paid to the last day Executive no later than December 31 of the taxable year following the taxable year in which such the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses were incurred by reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive, (B) any ’s right to reimbursement or in-kind benefits shall under this Agreement will not be subject to liquidation or exchange for another benefit. /s/ Xxxxxxx X. Xxxxxx July 16, 2015 XXXXXXX X. XXXXXX DATE Chief Executive Officer and (C) no such reimbursementPresident, expenses eligible for reimbursementCiveo Corporation /s/ Xxxxx Xxxxxxxxx July 16, 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.2015 XXXXX XXXXXXXXX DATE

Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A of and the Code regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive you and the Employer Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such your “separation from service,” of the Executive, and (B) the date of the Executive’s your death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 subsection (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive you 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s your right to receive any installment payments pursuant to 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 The Company makes no representation or warranty and shall have no liability to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding you or any other provision person if any provisions of this Letter Agreement are determined to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified constitute deferred compensation” for purposes of compensation subject to Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.but do not satisfy an exemption from, or the conditions of, such Section.

Section 409A. The intent By accepting this Agreement, Executive hereby agrees and acknowledges that the Company does not make any representations with respect to the application of Section 409A of the parties is Code to any tax, economic or legal consequences of any payments payable to Executive hereunder. Further, by the acceptance of this Agreement, Executive acknowledges that (i) Executive has obtained independent tax advice regarding the application of Section 409A of the Code to the payments due to Executive hereunder, (ii) Executive retains full responsibility for the potential application of Section 409A of the Code to the tax and benefits under legal consequences of payments payable to Executive hereunder and (iii) the Company shall not indemnify or otherwise compensate Executive for any violation of Section 409A of the Code that may occur in connection with this Agreement. The Parties agree that, to the extent applicable, this Agreement shall be interpreted and administered in accordance with Section 409A of the Code and that the Parties will cooperate in good faith to amend such documents and to take such actions as may be necessary or appropriate to comply with Section 409A of the Code (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the EmployerCode. Notwithstanding any other provision of this Agreement to the contrary, in no event shall to the extent any payment payments made under this Agreement that are treated as non-qualified deferred compensation subject to Section 409A of the Code, then (a) no payments to be made under this Agreement following Executive's termination of employment shall be made unless Executive's termination of employment constitutes “nonqualified deferred compensation” a "separation from service" within the meaning of Section 1.409A-1(h) of the Treasury Regulations and (b) if Executive is deemed at the time of his separation from service to be a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of any payments upon Executive's separation from service to which Executive is entitled under this Agreement or otherwise is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the payments shall not be provided to Executive prior to the earlier of (x) the expiration of the six­ month period measured from the date of Executive's "separation from service" with the Company (as such term is defined in Section 1.409A-l(h) of the Treasury Regulations) or (y) the date of Executive's death. Upon the earlier of such dates, all payments deferred pursuant to this paragraph shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether Executive is a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by the Company in accordance with the terms of Section 409A be subject of the Code and applicable guidance thereunder (including without limitation Section 1.409A-l(i) of the Treasury Regulations and any successor provision thereto). It is intended that (i) each payment or installment of payments provided under this Agreement is a separate "payment" for purposes of Section 409A of the Code, and (ii) that the payments satisfy, to offset by any the greatest extent possible, the exemptions from the application of Section 409A of the Code, including those provided under Sections 1.409A-l(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two (2) year exception) and 1.409A-1(b)(9)(v) (regarding reimbursements and other amount unless otherwise permitted by Code Section 409A.separation pay) of the Treasury Regulations.

Section 409A. The intent of the parties It is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A of and the Code (“Code Section 409A”) guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewithconsistent with such intent. If In the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes event that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive is subject to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt but fails to comply with Code Section 409A, the parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Section 409A through good faith modifications to after the minimum extent reasonably appropriate to conform with Code date hereof without violating Section 409A. To In case any one or more provisions of this Agreement fails to comply with the provisions of Section 409A, the remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that any a substituted provision hereof is modified in order would not cause this Agreement to fail to comply with Code Section 409A, and, upon so agreeing, shall incorporate such modification shall be made substituted provisions into this Agreement. Provided, however, that in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer Company be liable for any additional tax, interest or penalty that may be imposed on upon or other detriment suffered by the Executive by Code under Section 409A or damages for failing to comply with Code Section 409A. With respect to Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payment payments due under Sections 3(c) or benefit considered to be nonqualified deferred compensation under Section 409A, a 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following incurred a termination of employment unless such termination is also and until the Executive shall incur a “separation from service” within the meaning of Code Section 409A and409A. The parties agree, for purposes of any such provision of this Agreementas permitted in accordance with the final regulations thereunder, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if shall occur when the Executive is deemed on and the date of termination to be a “specified employee” within the meaning of Company reasonably anticipate that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to the extent required under Code Section 409A. Upon the expiration no more than forty (40) percent of the foregoing delay period, all payments average level of bona fide services performed by the Executive for the Company over the immediately preceding thirty six (36) months. The determination of whether and benefits delayed pursuant to when a separation from service has occurred shall be made in accordance with this Section 23 (whether they would have otherwise been payable subparagraph and in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and any remaining payments and in-kind benefits due provided under this Agreement shall be paid made or provided in accordance with the normal payment dates specified for them herein. To requirements of Section 409A to the extent that such reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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 are subject to liquidation Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or exchange for another benefitduring a shorter period of time specified in this Agreement), and (Cii) no such reimbursement, the amount of expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect reimbursement (and the expenses eligible for reimbursement, or in-kind benefits to be provided, ) during a calendar year may not affect the expenses eligible for reimbursement (and the in-kind benefits to be provided) in any other taxable 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 Code Section 409A, the Executive’s right to receive any installment payments pursuant to under this Agreement shall be treated as a right to receive a series of separate and distinct payments. payments and each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A. Whenever a payment under this Agreement specifies a payment period with reference to a number of daysdays (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 Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.Company.

Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with with, or be exempt from, Internal Revenue Code Section 409A of and the Code regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If In the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes event that any provision of amount due to you under this Agreement (or of any award of compensation, including equity other arrangement with the Company is deemed to be deferred compensation or benefits) would cause the Executive pursuant to incur any additional tax or interest under Code Section 409A and of the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determinationInternal Revenue Code of 1986, as amended, the Employer shall, after consulting with the Executive, reform parties agree to make such provision to attempt amendments as are necessary to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with requirements of Code Section 409A, so long as such modification shall be made in good faith and shall, to the maximum extent reasonably possible, amendments maintain the original intent and economic benefit to the Executive you and the Employer Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits benefit that constitutes “nonqualified deferred compensation” upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination you are deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation compensation” under Code Section 409A payable on account of a “separation from service,” ​ ​ such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive”, and (B) the date of the Executive’s your death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 Agreement (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive you in a lump sum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (Ax) all expenses expense 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 Executiveyou, (By) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (Cz) 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. For purposes of Code Section 409A, the Executive’s your right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the EmployerCompany. Notwithstanding To the extent that the payment of any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A 409A, any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be subject paid until the first regularly scheduled pay period following the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to offset by any other amount unless otherwise permitted by Code Section 409A.be paid prior thereto. * * * ​ ​ ​ ​ ​ ​Sincerely:WIDEOPENWEST, INC. ​ ​ ​ By: /s/ Xxxxxx Xxxxx Dated: May 19, 2020 Name:Xxxxxx ElderIts:President & CEO ​ ​ ​ /s/ Xxxxxxx Xxxxxxx Dated: May 19, 2020 Xxxxxxx Xxxxxxx ​ ​

Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer Company (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer Company concurs with such belief or the Employer Company (without any obligation whatsoever to do so) independently makes such determination, the Employer Company shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s 's death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 25 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s 's right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the EmployerCompany. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Section 409A. The intent of To the parties is that extent (A) any payments and benefits to which the Executive becomes entitled under this Agreement comply Agreement, or any agreement or plan referenced herein, in connection with the Executive’s termination of employment hereunder, constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) and, accordingly, to and (B) the maximum extent permitted, this Agreement shall be interpreted Executive is deemed at the time of such termination of employment to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation a “specified” employee under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit payments shall not be made or provided commence until the date which is the earlier of (A1) the expiration of the six (6)-month 6-month period measured from the date of such the Executive’s “separation from service” of (as such term is at the Executive, time defined in regulations under Section 409A) hereunder and (B2) the date of the Executive’s death, to the extent required under Code Section 409A. death following such separation from service. Upon the expiration of the foregoing delay applicable deferral period, all any payments and benefits delayed pursuant to this Section 23 (whether they which would have otherwise been payable made during that period (whether in a single sum or in installments installments) in the absence of such delay) this paragraph shall be paid or reimbursed to the Executive or Executive’s beneficiary in a one 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 hereinsum (without interest). To the extent that reimbursements any provision of this Agreement is ambiguous as to its exemption or other 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 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 mean separation from service within the meaning of Section 409A to the extent necessary to comply with Section 409A. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefits under benefit provided pursuant to this Agreement does not constitute a “nonqualified deferred deferral of compensation” for purposes within the meaning of Code Section 409A, : (Ax) all the amount of 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 eligible for reimbursement or in-kind benefits shall provided to the Executive during any calendar year will not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, affect the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits provided to the Executive in any taxable other calendar year, (y) the Company or its affiliates will reimburse the Executive for expenses for which the Executive is entitled to be reimbursed on or before the last day of the calendar year shall following the calendar year in any way affect which the expenses eligible for reimbursementapplicable expense is incurred or, if earlier, within 30 days after the Executive has substantiated the expense, and (z) the right to payment or reimbursement or in-kind benefits to hereunder may not be provided, in liquidated or exchanged for any other taxable year. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.benefit.

Section 409A. The intent To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-l(h). The parties is intend that payments and benefits under this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code (“Code Section 409A”) and, accordingly, and all related rules and regulations 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 the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that or any provision other person if any provisions of this Agreement (or of any award of compensation, including equity are determined to constitute deferred compensation or benefits) would cause the Executive subject to incur any additional tax or interest under Code Section 409A and of the Employer concurs with such belief Code but do not satisfy an exemption from, or the Employer (without any obligation whatsoever conditions of, such Section. Anything in this Agreement to do so) independently makes such determinationthe contrary notwithstanding, if at the Employer shall, after consulting with time of the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “’s separation from service” service within the meaning of Code Section 409A andof the Code, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if Company determines that the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A(a)(2)(B)(i) of the Code, then with regard to the extent any payment or the provision of any benefit that is considered nonqualified deferred compensation the Executive becomes entitled to under Code Section 409A payable this Agreement on account of a “the Executive’s separation from service,” 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 or shall not be payable and such benefit shall not be made or provided until the date which that is the earlier of (A) six months and one day after the expiration of the six (6)-month period measured from the date of such “Executive’s separation from service” of the Executive, and or (B) the date of the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, to the extent required under Code Section 409A. Upon first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the expiration six-month period but for the application of this provision, and the balance of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided payable in accordance with the normal payment dates specified for them herein. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.their original schedule.

Section 409A. The intent It is also the intention of the parties is that payments and benefits under this Agreement comply with that all income tax liability on payments made pursuant to this Agreement or any Benefit Plans be deferred until Executive actually receives such payment to the extent Code Section 409A of the Code (“Code Section 409A”) andapplies to such payments, accordingly, to the maximum extent permitted, and this Agreement shall be interpreted to be in compliance therewitha manner consistent with this intent. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that Therefore, if any provision of this Agreement (or any Benefit Plans is found not to be in compliance with any applicable requirements of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification that provision will be deemed amended and will be construed and administered, insofar as possible, so that this Agreement and any Benefit Plans, to the extent permitted by law and deemed advisable by the Company, do not trigger taxes and other penalties under Code Section 409A; provided, however, that Executive will not be required to forfeit any payment otherwise due without Executive’s consent. In the event that, despite the parties’ intentions, any amount hereunder becomes taxable prior to the date that it would otherwise be paid, the Company shall pay to the Executive (which payment may be made in good faith whole or in part by way of direct remittance to appropriate tax authorities) the portion of such amount needed to pay applicable income and shall, to the maximum extent reasonably possible, maintain the original intent excise taxes and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty other penalties on such amounts. Any remaining portion of such amount shall be paid to Executive at the time otherwise specified in this Agreement, subject to Section 3(b). Solely for purposes of determining the time and form of payments due under this Agreement or otherwise in connection with his termination of employment with the Company and that may be imposed on the Executive by are subject to Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a termination of employment Executive shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following incurred a termination of employment unless such termination is also and until he shall incur a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive 409A. It is deemed on the date of termination to be a “specified employee” within the meaning of intended that term under Code Section 409A(a)(2)(B), then with regard to any each payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account installment of a “separation from service,” such payment or and each benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensationpayment” for purposes of Code Section 409A. All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Code Section 409A be to the extent that such reimbursements or in-kind benefits are subject to offset by Code Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount unless otherwise permitted by that may be reimbursed or paid), (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 set off or liquidation or exchange for any other benefit. Nothing in this Section 7(c) increases the Company’s obligations to Executive under this Agreement or any Benefit Plans. Executive remains solely liable for any taxes, including but not limited to any penalties or interest due to Code Section 409A.409A or otherwise, on the payments made hereunder or under any Benefit Plans. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect for payments made pursuant to this Agreement or any Benefit Plans.

Section 409A. The intent of To the parties is that payments extent applicable, this Plan and benefits under this Agreement comply Awards issued hereunder shall be interpreted in accordance with Section 409A of the Code (“Code Section 409A”) andand Department of Treasury regulations and other interpretative guidance issued thereunder, accordinglyincluding without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding other provisions of the Plan or any Award agreements issued thereunder, to the maximum extent permitted, this Agreement no Award shall be interpreted granted, deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant. In the event that it is reasonably determined by the Administrator that, as a result of Section 409A of the Code, payments in respect of any Award under the Plan may not be made at the time contemplated by the terms of the Plan or the relevant Award agreement, as the case may be, without causing the Participant holding such Award to be in compliance therewith. If the Executive notifies the Employer (with specificity as subject to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest taxation under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating Code, consistent with the provisions of Section 13(a) above, the Corporation may take whatever actions the Administrator determines necessary or appropriate to comply with, or exempt the Plan and Award agreement from the requirements of Section 409A of the Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that and related Department of Treasury guidance and other interpretive materials as may be imposed on issued after the Executive Effective Date including, without limitation, (a) adopting such amendments to the Plan and Awards and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Administrator determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by Code the Plan and Awards hereunder and/or (b) taking such other actions as the Administrator determines necessary or appropriate to avoid the imposition of an additional tax under Section 409A or damages for failing to comply with Code Section 409A. With respect to any of the Code, which action may include, but is not limited to, delaying payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive Participant who is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided the Code until the date which is first day following the earlier of (A) the expiration of the six (6)-month six-month period measured from the date of such “separation from service” of the Executive, and (B) beginning on the date of the ExecutiveParticipant’s deathtermination of Employment. The Corporation shall use commercially reasonable efforts to implement the provisions of this Section 18 in good faith; provided that neither the Corporation, to the extent required under Code Section 409A. Upon the expiration Administrator nor any employee, director or representative of the foregoing delay period, all payments and benefits delayed pursuant Corporation or of any of its Affiliates shall have any liability to Participants with respect to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.18.

Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code Code, or an exemption thereunder, and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In Notwithstanding the foregoing, Employer makes no representation that the payments and benefits provided under this Agreement comply with Code Section 409A and, in no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under 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 any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 25 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.409A. [Signature Page Follows]

Section 409A. The intent of (a) To the parties is that payments and benefits under extent applicable, this Agreement comply shall be interpreted and applied consistent and in accordance with Section 409A of the Code (“Code Section 409A”) andand Department of Treasury regulations and other interpretive guidance issued thereunder. If, accordinglyhowever, to the maximum extent permitted, Parties determine that any compensation or benefits payable under this Agreement may be or become subject to Section 409A of the Code, the Parties shall be interpreted cooperate to adopt such amendments to this Agreement or to adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take such other actions, as the Parties determine to be in compliance therewith. If necessary or appropriate to (i) exempt the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of compensation and benefits payable under this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code from Section 409A of the Code and/or preserve the intended tax treatment of such compensation and the Employer concurs with such belief benefits, or the Employer (without any obligation whatsoever to do soii) independently makes such determination, the Employer shall, after consulting comply with the Executive, reform such provision to attempt to comply with Code requirements of Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating Code. In furtherance of the provisions foregoing, Executive’s date of Code Section 409A. In no event whatsoever shall termination of service with the Employer be liable Company for any additional tax, interest or penalty purposes of determining the date that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be that is treated as nonqualified deferred compensation under Section 409A409A of the Code is to be paid or provided (or in determining whether an exemption to such treatment applies), a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also date on which Executive has incurred a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) and applicable guidance thereunder (“Separation from Service”). Notwithstanding any provision of this Agreement to the contrary, to the extent necessary to avoid the imposition of taxes under Section 409A andof the Code, no payment or distribution under this Agreement that becomes payable by reason of Executive’s termination of employment with the Company will be made to Executive unless Executive’s termination of employment constitutes a Separation from Service. In addition, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination each amount to be paid or benefit to be provided shall be construed as a “specified employee” within the meaning separate identified payment for purposes of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from Code. To the date of such “separation from service” of extent the Company is required pursuant to this Agreement to reimburse expenses or provide a gross-up for taxes incurred by Executive, and (B) the date such reimbursement or gross-up obligation is subject to Section 409A of the Executive’s deathCode, the Company shall reimburse any such eligible expenses by the end of the calendar year next following the calendar year in which the expense was incurred (and provide the tax gross-up payments no later than the end of the calendar year next following the calendar year in which the related taxes were remitted), subject to any earlier required deadline for payment otherwise applicable under this Agreement. In addition, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that expense reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code are subject to Section 409A, (Ax) all the amount of expenses or reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and the amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other reimbursements hereunder shall be made on or prior to year, and (y) 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A..

Section 409A. The intent of This Agreement is intended to be interpreted and applied so that the parties is that payments and benefits under this Agreement comply with set forth herein shall either be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement or shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting comply with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer requirements of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall may Executive, directly or indirectly, designate the Employer calendar year of any payment to be liable for any additional tax, interest made under this Agreement or penalty that may be imposed on otherwise which constitutes a “deferral of compensation” within the Executive by Code Section 409A or damages for failing to comply with Code meaning of Section 409A. With respect Notwithstanding anything in this Agreement or elsewhere to any payment or benefit considered to be nonqualified deferred compensation under Section 409Athe contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Section 409A upon or following a termination of Executive’s employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” within the meaning of Section 409A. With respect to any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that constitutes a “deferral of compensation” within the meaning of Section 409A, (i) the expenses eligible for reimbursement or in-kind benefits provided to Executive must be incurred during the Term, (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (iii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (iv) the right to payment or reimbursement or in-kind benefits may not be liquidated or exchanged for any other benefit. Notwithstanding anything any provision in this Agreement or elsewhere to the contrary in this Agreementcontrary, if the on Executive’s termination of employment, Executive is deemed on the date of termination to be a “specified employee” within the meaning of Section 409A, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treasury Regulation section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Code Section 409A(a)(2)(BTreasury Regulation section 1.409A-1(b)(9)(iii)(A)), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made delayed and paid or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 Executive in a lump sum (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 on the Executive in a lump sumearlier of (x) the date which is six months and one day after Executive’s separation from service for any reason other than death, and (y) the date of Executive’s death, 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 hereinsuch payment or benefit. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409AEXECUTIVE: PFO GLOBAL, (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 ExecutiveINC.: EXECUTIVE: PFO GLOBAL, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitINC.: Signature: /s/ Xxxx Xxxxxxx Signature: /s/ Xxxxxxx Xxxxxxxxx Printed Name: Xxxx Xxxxxxx Printed Name: Xxxxxxx Xxxxxxxxx Date: February 29, 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.2016 Title: Director

Section 409A. The intent of the parties is Company and Executive intend that payments and any amounts or benefits payable or provided under this Agreement are exempt from or comply with the provisions of Section 409A and the treasury regulations relating thereto so as not to subject Executive to the payment of the Code (“Code tax, interest and any tax penalty which may be imposed under Section 409A”) and, accordingly, to the maximum extent permitted, 409A. The provisions of this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs a manner consistent with such belief or the Employer (without any obligation whatsoever intent. In furtherance thereof, to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified would otherwise result in order Executive being subject to comply with Code payment of tax, interest and tax penalty under Section 409A, such modification shall be made the Company and Executive agree to amend this Agreement in good faith a manner that brings this Agreement into compliance with Section 409A and shall, preserves to the maximum extent reasonably possible, maintain possible the original intent and economic benefit to the Executive and the Employer value of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any relevant payment or benefit considered to be nonqualified deferred compensation under 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 to Executive. Further, if any amounts or benefits paid or provided to Executive pursuant to this Agreement upon or following a termination of Executive’s employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references which are payable or to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything be provided to Executive prior to the contrary in this Agreement, if the Executive date that is deemed on six (6) months following the date of such termination of employment and which would be subject to be a penalty under Section 409A if paid at such time because Executive is a “specified employee” within the meaning of that term under Section 409A(a)(2)(B)(i) of the Code Section 409A(a)(2)(B)at the time of termination, then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not will be made or provided delayed until the a date which is the earlier of (A) the expiration of first regular payroll date that occurs following the six (6)-month period measured from month anniversary of the date of such “separation from service” of the Executive, and (B) the date of the Executive’s deathtermination of employment, at which point any such delayed payment or benefit will be provided to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant Executive or paid to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes For purpose of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day each installment 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement Severance Pay under Article III shall be treated as a right to receive a series separate payment. A termination of separate and distinct payments. Whenever a payment employment under this Agreement specifies shall only occur to the extent Executive has a payment period “separation from service” from Company in accordance with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion Section 409A of the EmployerCode. Notwithstanding any other provision Under Section 409A, a “separation from service” generally occurs when Executive and the Company reasonably anticipate that no further services will be performed by Executive after a certain date or that the level of this Agreement bona fide services Executive would perform after such date (whether as an employee or as a consultant) would permanently decrease to no more than 20 percent of the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” average level of bona fide services performed by Executive over the immediately preceding 36-month period (or full period of service if the Executive has provided services for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.less than 36 months).

Section 409A. The intent of Notwithstanding anything herein to the parties is that payments and benefits under contrary, this Agreement comply with is intended to be interpreted and applied so that the payments set forth herein either shall either be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code Code”), or shall comply with the requirements of Section 409A”) 409A of the Code, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance therewithwith Section 409A of the Code. If Notwithstanding the Executive notifies foregoing, none of the Employer (with specificity as to Company, its Affiliates, officers, directors, employees, or agents guarantees that this Agreement complies with, or is exempt from, the reason therefor) that requirements of Section 409A of the Executive believes that Code and none of the foregoing shall have any provision liability for the failure of this Agreement to comply with, or be exempt from, such requirements. XXXXXXX ENERGY CORPORATION By: /s/ Xxxxxxx X. Xxxxx Title: Xxxxxxx X. Xxxxx - SVP & GC Address: 0000 Xxxx Xxxxxx, Xxxxx 0000 Houston, TX 77002 PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PHANTOM SHARES SUBJECT TO THIS AWARD SHALL VEST AND BECOME SETTLED, IF AT ALL, ONLY DURING THE PERIOD OF PARTICIPANT’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THIS AWARD). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF PARTICIPANT’S CONTINUOUS SERVICE. Participant acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A terms and provisions hereof and thereof. Participant has reviewed this Agreement and the Employer concurs with such belief or Plan in their entirety, has had an opportunity to obtain the Employer (without any obligation whatsoever advice of tax and legal counsel prior to do so) independently makes such determinationexecuting this Agreement, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the fully understands all provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for and the payment Plan. Participant hereby agrees that all disputes arising out of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant relating to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in Agreement and the absence of such delay) Plan shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided resolved in accordance with the normal payment dates specified Plan. Participant further agrees to notify the Company upon any change in the address for them hereinnotice indicated in this Agreement. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409ADATED: 10/11/2016 SIGNED: /s/ Xxxxxx X. Xxxxx PARTICIPANT Address: 0000 Xxxx Xxxxxx, (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 ExecutiveXxxxx 0000 Houston, (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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.TX 77002

Section 409A. The intent of Parties hereby acknowledge and agree that all benefits or payments provided by the parties is that payments and benefits under Company to the Executive pursuant to this Agreement comply are intended either to be exempt from or in compliance with Section 409A of the Internal Revenue Code (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this and any similar state law. This Agreement shall will be interpreted to the greatest extent possible to be so exempt or in compliance therewithcompliance. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (Severance Payment or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit other benefits provided to the Executive and pursuant to this Agreement that constitutes “nonqualified deferred compensation” within the Employer meaning of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit is considered to be nonqualified deferred compensation under Section 409A, a termination paid on account of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and409A, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if and the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision no payments of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment severance or benefit shall not be other benefits will made or provided until the date which is the earlier of (A) the expiration of the for six (6)-month period measured from 6) months plus one (1) day after the date of such “separation from service” (the “New Payment Date”). The aggregate of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all any such payments and benefits delayed pursuant to this Section 23 (whether they that would have otherwise been payable in a single sum or in installments in paid during the absence of such delay) shall period between the “separation from service” and the New Payment Date will be paid or reimbursed to the Executive in a lump sum, without interest, on the New Payment Date. The Company and any remaining payments the Executive agree that, as of the Employment Separation Date, the Executive will experience a “separation from service” for the purposes of Section 409A. Notwithstanding the foregoing, in paying or providing the Severance Payment and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409AAgreement, (A) all expenses the Company makes no representation as to any federal, state, local, or other reimbursements hereunder shall be made on tax consequences or prior to liability arising from the last day Severance Payment or benefits, including, but not limited to, under Section 409A. Moreover, the Executive acknowledges and agrees that, except for employment taxes that are the obligation of the taxable year following Company, any tax consequences and/or liability arising from the taxable year in which such expenses were incurred by Severance Payment, benefits, or any other payment to the Executive, will be the sole responsibility of the Executive. The Executive also agrees to indemnify the Company for any and all tax liability (B) excluding any right to reimbursement or in-kind benefits shall applicable withholdings by the Company in the normal course), including, but not be subject to liquidation or exchange for another benefitlimited to, and (C) no such reimbursementfines, expenses eligible for reimbursementpenalties, interest, costs, expenses, or in-kind benefits provided in attorneys’ fees arising from or relating to the payments described herein, and/or imposed by the Internal Revenue Service, any taxable year shall in any way affect the expenses eligible for reimbursementstate, or in-kind benefits to be provided, in any other taxable year. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated taxing agency as a right result of any failure to receive a series of separate and distinct payments. Whenever a payment withhold additional taxes on the Severance Payment, or benefits or other amounts provided under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.Agreement.

Section 409A. The intent of Notwithstanding anything herein to the parties is that payments and benefits under this Agreement contrary, to the extent required to comply with Section 409A of the Code (“Code Section 409A”), (i) and, accordingly, to the maximum extent permitted, each reimbursement or in-kind benefit provided under this Agreement shall be interpreted to be provided in compliance therewith. If a manner and at a time that complies with Section 409A; (ii) if at the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision time of this Agreement (or Employee’s termination of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting employment with the ExecutiveCompany, reform such provision to attempt to comply with Code Section 409A through good faith modifications to Employee is a “specified employee” within the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code meaning of Section 409A, any payments and/or benefits provided under this Agreement that constitute “nonqualified deferred compensation” subject to Section 409A that are provided to Employee or for Employee’s benefit on account of his separation from service shall not be provided until the first payroll date to occur following the six-month anniversary of Employee’s termination date (“Specified Employee Payment Date”), and the aggregate amount of any payments that would otherwise have been made to Employee during such modification six-month period shall be made paid in good faith and shall, a lump sum to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed Employee on the Executive by Code Section 409A or damages for failing to comply Specified Employee Payment Date without interest and, thereafter, any remaining payments shall be paid without delay in accordance with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation under Section 409A, their original schedule; (iii) a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also constitutes a “separation Separation from serviceService” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “separation from service” or like terms shall mean “separation Separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the ExecutiveService;, and (Biv) each payment identified in Section 5(a)(i)-(ii), including each separate installment payment identified thereunder, will be considered a separate payment for purposes of Section 409A. Terms defined in the date of Agreement will have the Executive’s death, meanings given such terms under Section 409A if and to the extent required under Code to comply with Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this in the Agreement, the Company and Employee will cooperate in good faith to amend or modify the Agreement to so that the contrary, in no event shall any payment payments under this Agreement that constitutes “nonqualified deferred compensation” qualify for purposes of exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the payments under the Agreement shall be exempt from or comply with Section 409A of the Code and any such taxes shall be subject to offset by any other amount unless otherwise permitted by Code Section 409A.the responsibility of the Employee.

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 (“Code 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. If the Executive notifies the Employer (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with Executive and solely in the Executiveevent and to the extent the Employer’s outside counsel deems it necessary to avoid any such additional tax or interest, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall To the extent that the Employer be liable for any additional tax, interest or penalty in good faith determines that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment or benefit considered to be nonqualified deferred compensation provided for under this Agreement constitutes a “deferral of compensation” under Code Section 409A and that Executive is a “specified employee” (as defined under Code Section 409A) as of the relevant date, a termination no such amounts shall be paid to Executive prior to (and will instead be paid on) the earlier of employment shall not be deemed to have occurred for purposes (i) the date that is six months following the date of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a Executive's “separation from service” with the Employer (within the meaning of Code Section 409A and409A), for purposes or (ii) the 30th day following the date on which the Employer receives notice of Executive's death, provided that Executive's death occurs after his separation from service date. In no event shall the Employer be required to pay Executive any such provision of this Agreement, references to a “termination,” “termination of employmentgross-up” or like terms shall mean “separation from service” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then other payment with regard respect to any payment taxes or the provision of penalties imposed under Section 409A with respect to any benefit paid or promised to Executive hereunder. It is intended that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration each installment of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed provided to Executive pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive 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. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code 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. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement 2 hereof 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, the actual date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensationpayment” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.